Examples of Buyer Parent in a sentence
Buyer will not, nor shall Buyer permit any controlled Affiliates of Buyer Parent to, whether prior to or following the Closing, without the prior written consent of Seller Representative, amend Article VIII.B (Subrogation) or any other subrogation-related provision of the RWI Policy in a manner that could be adverse to any Unitholder, Blocker Seller, Seller Representative, any other Seller Party, or any Representative of the foregoing Persons.
The Buyer Parent Common Stock is registered pursuant to Section 12(b) of the Exchange Act and listed on NYSE, and Buyer has taken no action designed to, or which to the Knowledge of Buyer is reasonably likely to have the effect of, terminating the registration of the Buyer Parent Common Stock under the Exchange Act or delisting the Buyer Parent Common Stock from NYSE, nor has Buyer received any notification that the SEC or NYSE is contemplating terminating such registration or listing.
As of date of this Agreement, Buyer Parent and Buyer have, and as of the Closing, Buyer Parent and Buyer will have, sufficient cash on hand or other sources of immediately available funds to pay (a) the Estimated Closing Cash Consideration and all other payments contemplated by Section 1.10 and (b) all of the out-of-pocket costs of the Buyer Entities arising from the consummation of the Transactions.
Buyer Parent shall use its reasonable best efforts to promptly obtain approval of such listing application and maintain such approval through the Share Consideration Issuance Date and the consummation of the Transactions contemplated to occur on the Share Consideration Issuance Date in accordance with their terms.
The issuance and sale of the Final Aggregate Share Consideration will not obligate Buyer Parent to issue shares of Buyer Parent Common Stock or other securities to any Person (other than the Seller Parties) and will not result in a right of any holder of Buyer Parent securities to adjust the exercise, conversion, exchange or reset price under any of such securities.