Ares Parties definition

Ares Parties means Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P. and their Permitted Transferees.
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Examples of Ares Parties in a sentence

  • The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of each of the Ares Parties in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

  • Notwithstanding anything to the contrary in this Agreement (including Section 2.6(a)), the Ares Parties shall not be required to enter into a lock-up agreement (or similar agreement) in connection with the Subject Offering with a duration longer than the 90th day after the date of the pricing supplement for the Subject Offering.

  • The respective representations and warranties of the Ares Parties contained herein shall be true and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of each of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be.

  • None of the Ares Entities, the Ares Funds or, to the knowledge of the Ares Parties, any of their respective directors, officers, agents, employees or affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the United National Security Council, the European Union or Her Majesty’s Treasury.

  • The Ares Parties and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph (d) above were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above.

  • The relative fault of the Ares Parties, on the one hand, and the Underwriters on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Ares Parties or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

  • This Agreement is binding on the parties effective as of the Closing Date and, except as otherwise set forth herein, will continue in effect thereafter until the earlier of (a) the time when no shares of Common Stock are held by the Ares Parties and (b) its termination by the consent of all parties hereto or their respective successors in interest.

  • No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the knowledge of any Ares Party, is contemplated or threatened, and the Ares Parties are not aware of any existing or imminent labor disturbance by, or dispute with, the employees of the Company’s or any of its Subsidiaries’ principal suppliers, contractors or customers, except, in each case, as would not reasonably be expected to have a Material Adverse Effect.

  • The Ares Parties agree that prior to the redemption of all of the Series B Preferred Stock in accordance with the Transaction Agreement, the Ares Parties hereby waive their separate rights to appoint as the holders of Series B-1 Preferred Stock and Series B-2 Preferred Stock for so long as the Company is in compliance with the terms of this Agreement.

  • The respective representations and warranties of the Ares Parties contained herein shall be true and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of each of the General Partner and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be.

Related to Ares Parties

  • Parent Parties means Parent and Merger Sub.

  • Investor Parties has the meaning set forth in the Preamble.

  • Local Parties shall be defined as the Board or the local OSSTF/FEESO bargaining unit party to a collective agreement.

  • Selling Parties shall have the meaning specified in the preamble.

  • Partnership Parties has the meaning assigned to such term in the preamble.

  • States Parties means the States Parties to the Convention;

  • Partnership Representative has the meaning set forth in Section 5.2(a).

  • Agent Parties has the meaning specified in Section 10.02(c).

  • Warrantors means the Founders, the Founder Holdcos and the Group Companies.

  • Settling Parties means the Defendants and the Class Representatives, on behalf of themselves, the Plan, and each of the Class Members.

  • Ares means Ares Management LLC and its affiliated or managed funds and their respective Affiliates.

  • Releasing Parties means Plaintiffs and all Settlement Class Members, and each of their respective executors, representatives, heirs, predecessors, assigns, beneficiaries, successors, bankruptcy trustees, guardians, joint tenants, tenants in common, tenants by entireties, agents, attorneys, and all those who claim through them or on their behalf.

  • Concert Parties means such persons as are deemed to be Acting in Concert with Mediahuis or INM (as the context so requires) pursuant to Rule 3.3 of Part A of the Takeover Rules, and such persons as are Acting in Concert with that party;

  • Company Parties means the collective reference to Holdings and its Restricted Subsidiaries, including the Borrower, and “Company Party” means any one of them.

  • Transaction Parties As defined in Section 5.3(o).

  • Representative Plaintiffs means Plaintiffs Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxx, and Xxxxxx X. Xxxxx.

  • Backstop Parties means those parties that agree to backstop the Rights Offering pursuant to the Backstop Commitment Letter, each in its respective capacity as such.

  • Parent Representatives has the meaning set forth in Section 5.2(a).

  • Shareholder Representative has the meaning set forth in the preamble.

  • Parent Related Parties means each of Parent, Merger Sub, any of their respective former, current or future equityholders, controlling Persons, limited or general partners, managers, members, Affiliates, directors, officers, employees, agents, attorneys, stockholders, assignees or Representatives.

  • Party/Parties means Buyer and Seller individually/collectively.

  • Notice Parties means those Persons who are required to receive notice of filings made with the CPUC pursuant to A. 00-00-000.

  • Contributing Parties has the meaning assigned to such term in the preamble.

  • Party and Parties means the Settling Defendants, the Plaintiffs, and, where necessary, the Settlement Class Members.

  • Existing Shareholders means the officers, directors and shareholders of the Company prior to the Offering; (c) “Initial Ordinary Shares” shall mean all of the Ordinary Shares owned by an Existing Shareholder prior to the Offering (and shall include any Ordinary Shares issued as dividends with respect to such shares); (d) “Public Shareholders” shall mean the holders of securities issued in the Offering; (e) “Trust Account” shall mean the trust account established for the benefit of the Public Shareholders into which a portion of the net proceeds of the Offering will be deposited; and (f) the “Extended Period” shall mean the additional 12-month period to approve a Business Combination as more specifically described in the Registration Statement.

  • PRC Entities means the PRC Subsidiaries and the Consolidated Affiliated Entities collectively.