Public Corporation Parent Sample Clauses

Public Corporation Parent. (a) Parent assets shall, at all times, consist solely of Equity Interests in Sxxxx Xxxxxxx Holdings (provided, that Parent may (A) have cash and other assets (x) of nominal value incidental to its ownership of such Equity Interests or (y) arising from distributions made in accordance with the definition of “Permitted Distributions,” (B) maintain assets on a temporary or pass-through basis that are held for subsequent payment of dividends or other distributions or for contribution to any Subsidiary, in each case, not otherwise prohibited by this Agreement, and (C) have contract rights related to Parent’s status as a public company); and (b) Parent shall not have any liabilities other than liabilities that would be reflected in consolidated financial statements of Sxxxx Xxxxxxx Holdings (provided, that Parent may have (A) other liabilities incidental to its status as a publicly traded entity and not constituting liabilities in respect of Indebtedness for borrowed money, including liabilities associated with employment contracts, employee benefit matters, indemnification obligations pursuant to purchase and sale agreements, and other legacy liabilities arising pursuant to contracts entered into in the ordinary course of business prior to (and not in contemplation of) the initial public offering of Parent and (B) other immaterial obligations, immaterial intercompany obligations or other intercompany obligations owing by Parent to Sxxxx Xxxxxxx Holdings or any Subsidiary of Sxxxx Xxxxxxx Holdings). (c) Within ten (10) Business Days of the occurrence of a Parent Guaranty Trigger (or such later date as the Administrative Agent may reasonably agree in writing), Parent shall execute and deliver to Administrative Agent (i) the Parent Guaranty, (ii) the items that would have been delivered by Parent under subsections (v) through (ix) of Section 6.1(a) and under Section 6.1(g) if Parent had been a Loan Party on the Agreement Date, and (iii) such other documents, agreements and instruments as the Administrative Agent may reasonably request. Notwithstanding the foregoing, the Parent Guaranty shall be released upon satisfaction of the following conditions: (i) Borrower and Parent shall have delivered written notice to Administrative Agent certifying that a Parent Guaranty Trigger no longer exists, (ii) upon Administrative Agent’s reasonable written request, Borrower and Parent shall have delivered documents evidencing that a Parent Guaranty Trigger no longer exists, and ...
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Related to Public Corporation Parent

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Reporting Company/Shell Company The Company is a publicly-held company subject to reporting obligations pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and has a class of Common Stock registered pursuant to Section 12(g) of the 1934 Act. Pursuant to the provisions of the 1934 Act, the Company has timely filed all reports and other materials required to be filed thereunder with the Commission during the preceding twelve months. As of the Closing Date, the Company is not a “shell company” but is a “former shell company” as those terms are employed in Rule 144 under the 1933 Act.

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • The Surviving Corporation Section 3.01.

  • Organization; Subsidiaries (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Corporation A. For any Concessionaire that presents itself or represents itself as a corporation operating or doing business in the State of New Jersey, all papers of incorporation, including authorized agents for receipt of legal documents, shall be provided to Department, along with renewals, changes, or any other documents that in any way affect the current or future status of Concessionaire as a legal corporation. B. Concessionaire shall adopt the required corporate or partnership resolution, as applicable, authorizing the execution of the Agreement by Concessionaire. Concessionaire shall submit a copy of said resolution to Department prior to execution of the Agreement by Department. C. Prior to the Effective Date of the Agreement, Concessionaire shall provide the Department with a completed Ownership Disclosure Form pursuant to N.J.S.A. 52:25-24.2.

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