CW Holdings definition
Examples of CW Holdings in a sentence
Except as set forth in Schedule 3.7, to the knowledge of C&W, Holdings is not subject to any outstanding judgment, rule, order, writ, injunction or decree of any court, governmental or regulatory authority.
At or before the Effective Time, Buyer shall deposit with the Exchange Agent for the benefit of the Holders of MLP Units for exchange in accordance with this Article III, through the Exchange Agent, certificates representing New Buyer Common Units and an amount of cash sufficient to effect the delivery of the Cash Consideration less the CW Holdings Cash Payment Amount.
CW Holdings shall have deposited with the Exchange Agent the CW Holdings Cash Payment Amount.
Before the Effective Time, CW Holdings shall deposit with the Exchange Agent for the benefit of the Holders of MLP Units (other than the CW Holders) for exchange in accordance with this Article III, through the Exchange Agent, the CW Holdings Cash Payment Amount.
If D▇▇▇▇▇▇ elects to exercise his Tag Along Right, then CW Holdings shall not thereafter consummate the sale of the Company Securities it holds unless the Company Securities of D▇▇▇▇▇▇ and his Permitted Transferees are also purchased by the prospective buyer upon the same terms and conditions (including without limitation, the same per share purchase price).
If the Company Securities held by CW Holdings are not sold by the end of this ninety (90) day period, the Company Securities held by CW Holdings shall continue to be subject to the requirements of Section 3.1 and this Section 4.1.
CW Holdings shall give written notice of such proposed sale (the “Notice of Sale”) to D▇▇▇▇▇▇, setting forth the name of the prospective buyer, the consideration to be paid, payment terms and other material terms of the sale.
The obligations of the Company and the Holders hereunder may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) or amended only if such waiver or amendment is consented to in writing by the Company, D▇▇▇▇▇▇ and CW Holdings.
If CW Holdings desires to sell all of the Company Securities it holds and has obtained the written consent D▇▇▇▇▇▇ as required by Section 3.1(a), CW Holdings shall first obtain an arm’s length, bona fide, legally enforceable written offer, acceptable to CW Holdings, from an unrelated third party to purchase the Company Securities.
D▇▇▇▇▇▇ shall have the option to notify CW Holdings that D▇▇▇▇▇▇ and his Permitted Transferees wish to sell all of their Company Securities to the prospective buyer upon the same terms and conditions (including without limitation, the same per share purchase price) as set forth in the Notice of Sale (the “Tag Along Right”).