Topco. XXXXXXXX HOLDINGS, LLC By: Name: Title: PARENT: XXXXXXXX INTERMEDIATE HOLDINGS, LLC By: Name: Title:
Topco. Topco, having its legal domicile in the United Kingdom, shall, following the consummation of the Mergers, serve as a parent company for the combined businesses of FMCTI and Technip. Since its incorporation, Topco has been and, it is the intention of Topco, FMCTI and Technip that, following the completion of the transactions contemplated by this Agreement, Topco will continue to be, and will take all actions necessary to remain, tax resident solely in the United Kingdom. It is also the intention of Topco, FMCTI and Technip that, following the completion of the transactions contemplated by this Agreement, Topco will be (or will be following any required holding period) fully entitled to all the benefits under the convention for the avoidance of double taxation on income taxes ratified by the United Kingdom with the United States and with France, as the case may be. The Topco Group shall have executive offices in London, England, Houston, Texas and Paris, France, and other appropriate offices in various locations consistent with the business needs of the Topco Group, provided that, notwithstanding any other provision of this Agreement, Topco’s tax residence and place of effective management shall at all times be situated solely in the United Kingdom.
Topco. (i) address: 0xx Xxxxx 00-00 Xx Xxxxx’s Square London SW1Y 4LB
Topco. XXXXXXXX HOLDINGS, LLC By: /s/ Xxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxx Xxxxxxxx Title: President
Topco. 14. The definition of “
Topco. Each Party agrees that Topco has the power and authority, and Topco has the unilateral right to delegate all such power and authority to one or more designees under common control or to an affiliated entity, to unilaterally act on behalf of Seller for the purposes specified under this Agreement or the transactions contemplated hereby. Such power will include the power to make all decisions, actions, Consents and determinations on behalf of Seller, including to make any waiver of any Closing condition or agree to any amendment to this Agreement. Purchaser shall be entitled to rely on any action or omission taken by Topco or it’s designee(s) on behalf of Seller.
Topco. At the Effective Time (i) the Board of Directors of Topco shall consist of all the persons serving as members of the Board of Directors of Michaels immediately prior to the Effective Time; and (ii) the officers of Topco shall be the persons serving as officers of Michaels immediately prior to the Effective Time.
Topco. Address: 3rd Floor 00-00, Xx Xxxxx'x Xxxxxx, Xxxxxx, Xxxxxx Xxxxxxx, XX0X 0XX Attention: The Directors E-mail: Xxxxxxxx.Xxxxx@xxxxx-xx.xxx, Xxxxxx.XxxxxXxxxx@xx.xxx
