Delaware Parent definition

Delaware Parent means Parent, after giving effect to the Domestication.
Sample 1Sample 2
Delaware Parent has the meaning specified in Section 8.04.
Sample 1Sample 2
Delaware Parent has the meaning assigned to such term in the First Amendment.
Sample 1

Examples of Delaware Parent in a sentence

  • Each Corporation RSU shall be canceled and converted into one Delaware Parent RSU(s) as provided in Section 1.7.1(c).

  • If any portion of the Reserved Shares remains in escrow at the end of such six year period, then Delaware Parent shall distribute such shares to the stockholders of the Corporation existing as of immediately prior to the Merger Effective Time, on a pro rata basis.

  • Corporation Convertible Notes in the aggregate principal amount of $96,798,078.46, all of which shall convert at a conversion price equal to the volume weighted average price per share of Parent Common Stock for the 30 days prior to the date of execution hereof $2.1377 into an aggregate of 54,077,698 shares of Delaware Parent Common Stock at the Closing.

  • Each of Parent, Delaware Parent and Merger Sub and their agents shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or non-U.S. Tax Applicable Law (as reasonably determined by Parent, Delaware Parent or Merger Sub, respectively).

  • The Exchange Agent shall be responsible for exchanging and/or verifying the cancellation of share certificates (where share certificates were issued) representing Stock in exchange for Delaware Parent Common Stock or Delaware Parent Preferred Stock, as the case may be (together referred to as “Delaware Parent Stock”).

  • To the extent that amounts are so withheld by Parent, Delaware Parent or Merger Sub or their agents, as the case may be, and paid over to the appropriate Governmental Body, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

  • The number of Reserved Shares shall be increased from time to time by the number of any Cancelled RSU Shares, as provided in Section 1.9. For a period of six years after the Closing Date, Delaware Parent may, from time to time, give written instructions to the escrow agent to release such number of the Reserved Shares in settlement of any such matters.

  • At or prior to the Closing, (a) Delaware Parent shall deliver to the Corporation all certificates, instruments, documents, and other deliverables set forth this Article I and in Article VI and (b) the Corporation shall deliver to Delaware Parent all certificates, instruments, documents, and other deliverables set forth in this Article I and in Article V.

  • The Corporation shall not, except with the prior written consent of Delaware Parent, or as otherwise required under the DGCL, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any Claim or demand in respect of any Dissenting Shares.

  • The Corporation RSUs shall become restricted stock units of Delaware Parent (“Delaware Parent RSUs”) as of the Closing and Delaware Parent shall, prior to closing, establish and adopt an incentive plan that covers and governs the Delaware Parent RSUs. Any Corporation RSUs that have been converted into Delaware Parent RSUs and that have not, as of the end of their respective vesting periods, been vested by their terms, shall be cancelled and of no further legal effect.

Related to Delaware Parent

  • Delaware LLC means any limited liability company organized or formed under the laws of the State of Delaware.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Delaware LLC Act means the Delaware Limited Liability Company Act, as amended from time to time.

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • lone parent means a person who has no partner and who is responsible for and a member of the same household as a child or young person;

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.

  • Holdings as defined in the preamble hereto.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Merger Sub has the meaning set forth in the Preamble.

  • Delaware LLC Division means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

  • Topco has the meaning set forth in the Preamble.

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Subsidiary of the Company means any foreign or U.S. domestic corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

  • Ultimate Parent Company means a company which owns at least twenty six percent (26%) equity in the Bidding Company or Member of a Consortium, (as the case may be) and in the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) and such Bidding Company or Member of a Consortium, (as the case may be) and the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) shall be under the direct control or indirectly under the common control of such company;

  • Merger Sub I has the meaning set forth in the Preamble.

  • General partnership means an organization formed under chapters 45-13 through 45-21.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Parent Guarantor has the meaning specified in the recital of parties to this Agreement.