OWNERSHIP OF BIDCO Sample Clauses

OWNERSHIP OF BIDCO. 2.1 The Investors intend that the interests in Bidco and aggregate investments for equity and/or debt securities in Bidco (or a holding company of Bidco) will be determined in accordance with the Term Sheet. 2.2 At the appropriate time, the Consortium will incorporate Bidco and any further special purpose vehicles deemed necessary for the implementation of the Offer. The Investors will use reasonable endeavours to optimise the tax efficiency of the corporate structure of such vehicles taking into account the interests of each of the Investors and CPPIB and without prejudicing any individual Investor or CPPIB. 2.3 The parties shall negotiate in good faith to agree: 2.3.1 an investment and shareholders' agreement (the "Shareholders' Agreement"), the indicative terms of which are set out in the Term Sheet; 2.3.2 the Announcement and the documentation required to make the Announcement and the Offer; 2.3.3 a term sheet, mandate letter and final documentation required to provide appropriate third party debt financing to implement the Offer; and 2.3.4 the terms of the appointment of the Financial Adviser and the Consortium Advisers by Bidco including the fees payable. 2.4 If the parties are unable to agree the Shareholders' Agreement in accordance with clause 2.3 and the Announcement is made, the Term Sheet shall be deemed to constitute a legally binding and enforceable agreement between the parties irrespective of the explicit wording the Term Sheet that it is a non-binding document.
Sample 1
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OWNERSHIP OF BIDCO. The Company shall procure that Bidco becomes its direct wholly owned Subsidiary by the date falling one hundred (100) days after the Unconditional Date or, if such is not practicable, as soon as practicable after such date.
Sample 1
OWNERSHIP OF BIDCO. Bidco is a wholly-owned subsidiary of the Company.
Sample 1
OWNERSHIP OF BIDCO. 2.1 The parties intend that the interests in Bidco and aggregate investments for equity and/or debt securities in Bidco (or a holding company of Bidco) will be held as set out in the Structure Paper. 2.2 The parties shall negotiate in good faith to agree, as soon as practicable: (a) an investment and shareholders' agreement (the "Shareholders' Agreement") in relation to their holdings of shares in Topco, the indicative terms of which are set out in the Term Sheet; (b) an investment and shareholders' agreement in respect of the Partial Alternative Offer, the indicative terms of which are set out in the Announcement; (c) the Announcement and the documentation required to make the Announcement and the Offer; and (d) the terms of the appointment of the Financial Advisers and the Consortium Advisers by Bidco including the fees payable.
Sample 1

Related to OWNERSHIP OF BIDCO

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company.

  • Ownership of Rights 6. 1. Licensed Material remains the property of either Licensor or the relevant third party and any rights not explicitly granted herein are expressly reserved.

  • Ownership of Marks Each party acknowledges and agrees that (a) the other party's Marks are and shall remain the sole property of the other party, (b) nothing in the Agreement shall confer in a party any right of ownership or license rights in the other party's Marks, and (c) neither party shall register the other party's Marks in any jurisdiction. In addition, Licensee acknowledges and agrees that (i) the Marks of Third-Party Licensors are and shall remain the sole property of such Third- Party Licensors, (ii) nothing in the Agreement shall confer in Licensee any right of ownership or license rights in the Marks of Third-Party Licensors, and (iii) Licensee shall not register the Marks of Third-Party Licensors. Without limiting the generality of the foregoing, Licensee agrees not to use or adopt any trade name, trademark, logo or service mark which is so similar to Fannie Mae's Marks or the Marks of Third-Party Licensors as to be likely to cause deception or confusion, or which is graphically or phonetically similar to any of Fannie Mae's Marks or the Marks of Third-Party Licensors.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Results Any interest of Contractor or its subcontractors, in the Deliverables, including any drawings, plans, specifications, blueprints, studies, reports, memoranda, computation sheets, computer files and media or other documents prepared by Contractor or its subcontractors for the purposes of this Agreement, shall become the property of and will be transmitted to City. However, unless expressly prohibited elsewhere in this Agreement, Contractor may retain and use copies for reference and as documentation of its experience and capabilities.

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership of Software The Parties acknowledge that any software provided by the Authority is and remains the property of the Authority.

  • Ownership of Seller Credit Acceptance is the sole owner of the membership interests of the Seller, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase.

  • Ownership of Assets The Company and its subsidiaries have good and marketable title to all property (whether real or personal) described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus as being owned by them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus. The property held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company or its subsidiaries.

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