Allied Parent definition
Examples of Allied Parent in a sentence
Allied Parent and the Vendors shall have executed and delivered the Allied Transition Agreement, the Allied Non-Competition Agreement, the Allied Release and the Environmental Permit Direction.
In this regard, Allied Parent agrees that neither it nor its applicable Subsidiaries shall waive any rights they may have under Section 12.5(v) of the SPA.
For greater certainty, the Acquired Subsidiaries shall not bear any portion of the Vendors' or Allied Parent's costs and expenses relating to the Acquisition, including the costs and expenses of the Vendors and Allied Parent relating to their counsel, financial advisors and accountants.
The Allied Settlement Statement shall be calculated by the Vendors and certified in writing by the Chief Financial Officer of Allied Parent.
Shareholders shall be responsible for all stock transfer or gains taxes imposed on Shareholders or Allied Parent incurred in connection with this Agreement.
Allied Parent shall have delivered the stock certificate(s) representing the Redemption Shares duly endorsed for transfer to the Company and free and clear of all encumbrances, other than the restrictions imposed by federal and state securities laws.
Investors shall have received an officer's certificate and a secretary's certificate of the Company executed by officers of the Company, dated the Closing Date, in a form mutually agreed upon by Thayxx XXX and Allied Parent, which certificates shall include a certification as to the aggregate amount of Permitted Distributions.
The Shareholders do not own any capital stock or ownership interests in any other Person engaged in the Business other than Allied Parent.
This Agreement shall be binding upon and inure to the benefit of the Company, Allied Parent, Investors and Shareholders, their heirs, representatives, successors, and permitted assigns, in accordance with the terms hereof.
Shareholders, Allied Parent and the Company shall have delivered to Investors at the Closing the duly executed Escrow Agreement in substantially the form attached hereto as Exhibit G.