Bidco. Bidco is a newly incorporated private limited company, and a wholly-owned subsidiary of NortonLifeLock. Bidco has been formed at the direction of NortonLifeLock for the purposes of implementing the Merger. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Merger.
Bidco. Bidco is a newly-incorporated English private limited company and an indirect subsidiary of EA. Bidco has been formed at the direction of EA for the purposes of implementing the Acquisition. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.
Bidco. (a) If at any time following the date falling 6 Months after the First Utilisation Date, BidCo is not a wholly-owned Subsidiary of the Company, unless at such time BidCo has acceded to this Agreement as an Additional Guarantor.
Bidco. (a) repeats the representations to be repeated pursuant to Clause 15.29 (Repetition) of the Senior Facilities Agreement; and
Bidco. (i) The Investors agree that the business and affairs of Bidco shall be managed through a Board (the “Bidco Board”) consisting of 10 members (each, a “Bidco Director”). The Bidco Directors shall be elected to the Bidco Board in accordance with the following procedures:
Bidco. Xxxxx Xxx Holdings Limited (registered in the United Kingdom under number 02506374) whose registered office is at Xxxx'x House, St Paul's Road, Salisbury, Wiltshire, SP2 7BF; Business Day: a day (other than a Saturday or a Sunday) on which banks are open for general business in London, Jersey and the Republic of Ireland; Code: has the meaning given to it in the Equity Financing Agreement;
Bidco. The directors of the Offeror are Xxxxxxx Xxxx Xxxxxx, Xxxxxxx Xxxxxxx XxXxxxxxx, Xxxxxxxx Xxxxxxx Xxxxx (who are also directors of OneLogix) and Xxxxx Xxx (a director of a wholly owned subsidiary of OneLogix. The shareholders of Bidco will be as follows: Shareholder name Shareholding (%) Best-Xxxx (representing Xxxxxxx Xxxx Xxxxxx) 60 CVM Investments Proprietary Limited (representing Xxxxxxx XxxxxxxXxXxxxxxx) 20 Nel Investment Holdings Proprietary Limited (representing Morne Nel) 10 GM Glass Investments Proprietary Limited (representing Xxxxxxxx XxxxxxxXxxxx) 5 K2022654135 South Africa Proprietary Limited 5 Total 100 Bidco was formed by the Management Consortium, being the management members of OneLogix or entities representing their Share interests as detailed above, and K2022654135 South Africa Proprietary Limited (“Manco”); for the purpose of implementing the Scheme and has not conducted any business since its incorporation. The directors of Manco are Xxxxxxx Xxxxxxx XxXxxxxxx and Xxxxxxxx Xxxxxxx Xxxxx. The purpose of Manco will be to incentivize other senior management (excluding Xxxxxxx Xxxx Xxxxxx, Xxxxxxx Xxxxxxx XxXxxxxxx, Xxxxxxxx Xxxxxxx Xxxxx and Xxxxx Xxx) post the successful Delisting and it has not conducted any business since its incorporation. Manco does not hold any OneLogix Shares.
Bidco. 7.1 The Parties will use their reasonable endeavours to approve and adopt new articles of association of Bidco as soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Date and neither Investor shall unreasonably withhold, delay or condition its approval with respect to the adoption of those articles.
Bidco. FedEx is entitled to assign and/or transfer any and all of its rights and obligations under this Merger Protocol to an existing or newly incorporated wholly-owned subsidiary (any such entity, other than FedEx, being referred to in such capacity as Bidco) without requiring any further approval and/or cooperation of TNT Express. TNT Express hereby grants its consent and its full cooperation to such assignment and/or transfer. In the event of such assignment, this Merger Protocol shall, insofar as it refers to FedEx, apply mutatis mutandis to Bidco. FedEx will remain jointly and severally liable with Bidco for the proper performance of any obligations assigned and/or transferred to Bidco under this Clause 2.2.
