Parent U Sample Clauses

Parent U. S. Non-Bargained DB Plan. Parent shall retain all Liabilities under Parent’s Retirement Plan for Salaried and Non-Bargained Hourly Employees (the “Parent U.S. Non-Bargained DB Plan”) in respect of benefits accrued thereunder by Spinco Employees prior to the Business Transfer Time. No Spinco Employee shall accrue any benefits under the Parent U.S. Non-Bargained DB Plan in respect of service after the Business Transfer Time. No Assets or Liabilities of the Parent U.S. Non-Bargained DB Plan shall be transferred to a retirement plan maintained by the Company or any of its Subsidiaries (including Spinco and its Subsidiaries).
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Parent U. S. Qualified Pension Plan. (a) Effective as of the Benefits Commencement Date, each Lithium Participant who participates in the Parent U.S. Qualified Pension Plan will cease active participation in the Parent U.S. Qualified Pension Plan (including the accrual of any additional benefits under the Parent U.S. Qualified Pension Plan). (b) On and following the Benefits Commencement Date, each Lithium Participant who participates in the Parent U.S. Qualified Pension Plan as of immediately prior to the Benefits Commencement Date shall receive credit for his or her service with the Lithium Group on and following the Benefits Commencement Date for purposes of attaining “early retirement” eligibility under, and in accordance with the terms of, the Parent U.S. Qualified Pension Plan. (c) From and after the Distribution Effective Time, the terms of the Parent U.S. Qualified Pension Plan will govern the terms of distributions, if any, of any benefits payable under the Parent U.S. Qualified Pension Plan to any Lithium Participants. (d) All Liabilities under the Parent U.S. Qualified Pension Plan (whether relating to Parent Participants or Lithium Participants) will be retained by Parent and will constitute Parent Retained Employee Liabilities; provided, however, that any and all costs, expenses or Liabilities relating to participation by Lithium Participants in the Parent U.S. Qualified Pension Plan during the Benefits Transition Period shall be assumed by the Lithium Group and constitute Lithium Assumed Employee Liabilities, which shall be reimbursed by the 15 #90914078v33
Sample 1
Parent U. S. Borrower, Canadian Borrowers and Norwegian Borrower each covenants and agrees with Administrative Agents and the Lenders that prior to the termination of this Agreement, it will do or cause to be done, and with respect to the Parent only, cause each other Obligor (unless limited by the language of the applicable provision to less than all of the Obligors) or Material Subsidiary, to do or cause to be done, each and all of the following:
Sample 1
Parent U. S. Borrower, Canadian Borrowers and Norwegian Borrower each covenants and agrees with Administrative Agents and the Lenders that prior to the termination of this Agreement it will not, and with respect to the Parent only, will not suffer or permit any other Obligor or Material Subsidiary to, do any of the following: BORROWED MONEY INDEBTEDNESS. Create, incur, suffer or permit to exist, or assume or guarantee, directly or indirectly, or become or remain liable with respect to any Borrowed Money Indebtedness, whether direct, indirect, absolute, contingent or otherwise, except the following: Borrowed Money Indebtedness under this Agreement and the other Loan Documents and Borrowed Money Indebtedness secured by Liens permitted by Section 8.2 hereof; Borrowed Money Indebtedness existing on the date of this Agreement and listed on Exhibit K and Exhibit O attached hereto, and all renewals, extensions and replacements of any of the foregoing; Interest Rate Risk Indebtedness; other Borrowed Money Indebtedness not exceeding, in the aggregate for Parent and each of its Subsidiaries, at any one time outstanding (excluding Borrowed Money Indebtedness permitted by Section 8.1(a), (b), (c) or (e)), an amount equal to 20% of the Consolidated Net Worth of Parent and its Subsidiaries as of the last day of the immediately preceding fiscal quarter; provided, however, at the time such other Borrowed Money Indebtedness is incurred: Parent and its Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such incurrence of additional Borrowed Money Indebtedness, with the covenants contained in this Article VIII recomputed as of the last day of the most recently ended fiscal quarter of the Parent and its Subsidiaries as if the transaction in question had occurred on the first day of each relevant period for testing such compliance; The financial covenants of additional Borrowed Money Indebtedness are no more restrictive or burdensome than the covenants set forth in this Agreement; There shall be no required scheduled amortization of such additional Borrowed Money Indebtedness at any time that any Obligations shall remain unpaid, any Letter of Credit shall remain outstanding, or any Lender shall have any applicable U.S. Commitment, Canadian Commitment or Norwegian Commitment hereunder, except with respect to capital leases and indebtedness acquired or assumed in connection with an Acquisition permitted hereunder; The Obligations under this Agreement and the ...
Sample 1

Related to Parent U

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Organization of Parent and Merger Sub (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

  • Effective Time Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).

  • Parent Vote Immediately following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub and the Company a written consent approving the Merger in accordance with the DGCL.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Parent Subsidiaries (a) All the outstanding shares of capital stock or voting securities of, or other equity interests in, each Parent Subsidiary have been validly issued and are fully paid and nonassessable and are owned by Parent, by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all material pledges, liens, charges, mortgages, deeds of trust, rights of first offer or first refusal, options, encumbrances and security interests of any kind or nature whatsoever (collectively, with covenants, conditions, restrictions, easements, encroachments, title retention agreements or other third party rights or title defect of any kind or nature whatsoever, “Liens”), and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities laws.

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

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