Topco. (i) address: 0xx Xxxxx 00-00 Xx Xxxxx’s Square London SW1Y 4LB
(ii) for the attention of: [REDACTED]
(iii) email address: [REDACTED]
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. XXXXXXXX HOLDINGS, LLC By: Name: Title: XXXXXXXX INTERMEDIATE HOLDINGS, LLC By: Name: Title:
Topco. The definition of “Topco” at clause 1.1 of the Facility Agreement shall be amended by deleting the words ‘Markit Limited’, which appear twice in the definition, and replacing them with the words “Markit Ltd.”.
Topco. XXXXXXXX HOLDINGS, LLC By: /s/ Xxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxx Xxxxxxxx Title: President
Topco s/ Xavier Niel
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
Topco. TopCo hereby acknowledges, agrees and confirms that, effective immediately upon the completion of the Merger on the Merger Completion Date, TopCo assumes all of the rights, benefits, duties and obligations of Existing TEL as the Parent Guarantor and a Guarantor under the Credit Agreement and the other Loan Documents. In furtherance of the foregoing, TopCo hereby (a) acknowledges, agrees and confirms that, immediately upon the completion of the Merger on the Merger Completion Date, it will become a party to the Credit Agreement and the other Loan Documents and will become the Parent Guarantor and a Guarantor thereunder, (b) on the Merger Completion Date, immediately upon the completion of the Merger, expressly assumes and ratifies, and agrees to be bound by, and shall have all the rights under, all of the terms, provisions and conditions contained in the Credit Agreement and the other Loan Documents applicable to it as the Parent Guarantor and a Guarantor, including all of the payment and performance obligations, contingent or otherwise, on the part of the Parent Guarantor and a Guarantor under the Credit Agreement and the other Loan Documents, and (c) on the Merger Completion Date, immediately upon completion of the Merger, expressly assumes and ratifies the guarantee of the Loans, the Notes and all other amounts whatsoever at any time or from time to time payable or becoming payable under the Credit Agreement or the other Loan Documents provided by the Parent Guarantor under Article VIII of the Credit Agreement. It is understood and agreed that (i) until the completion of the Merger on the Merger Completion Date, Existing TEL will remain the Parent Guarantor for all purposes of the Credit Agreement and the other Loan Documents and have all the rights and obligations of the Parent Guarantor thereunder and (ii) on the Merger Completion Date immediately upon effectiveness of the Merger, the joinder to the Credit Agreement and the Loan Documents, and the assumption of the rights and obligations of the Parent Guarantor thereunder, by TopCo in accordance with the immediately preceding sentence shall become effective without the need for any further action by any Person.
