Delaware Parent definition

Delaware Parent means Parent, after giving effect to the Domestication.
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Delaware Parent has the meaning specified in Section 8.04.
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Delaware Parent has the meaning assigned to such term in the First Amendment.
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Examples of Delaware Parent in a sentence

  • For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Delaware, Parent does hereby appoint The Pxxxxxxx-Xxxx Corporation System, Inc.

  • Parent or Nanometrics Delaware, as appropriate, shall use reasonable efforts to take all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the issuance of shares of Nanometrics Delaware Parent Common Stock pursuant to the Acquisition Merger.

  • Neither Nanometrics Delaware, Parent, Merger Sub 1, nor the Company shall be liable to any holder of Company Common Stock or Parent Common Stock, as the case may be, for such shares (or dividends or distributions with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or other similar Law following the passage of time specified therein.

  • Prior to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Parent shall deposit with the Paying Agent cash in U.S. dollars in an amount sufficient to pay the consideration to be paid in the Merger as provided herein.

  • None of Nanometrics Delaware, Parent, Merger Sub 1 or the Company shall, nor shall they permit any of their respective Subsidiaries to, take any action prior to or following the Closing that would reasonably be expected to cause either of the Mergers to fail to qualify as reorganizations within the meaning of Section 368(a) of the Code.

  • 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.

  • 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).

  • As of the effectiveness of the Domestication, the bylaws in the form of Exhibit E hereto (the “Delaware Parent Bylaws”) shall be the bylaws of Delaware Parent.

  • Prior to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Parent or the Purchaser shall deposit with the Exchange Agent cash in an aggregate amount equal to the product of (i) the number of shares of Company Common Stock outstanding (and not to be canceled pursuant to Section 2.10(b)) immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration.

  • 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 shall have the meaning ascribed to it in the preamble hereto.

  • Delaware LLC Act means the Delaware Limited Liability Company Act.

  • 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;

  • Delaware Bank has the meaning specified in the preamble to this Trust Agreement.

  • MergerSub has the meaning set forth in the preamble hereto.

  • Natural parent means a minor's biological or adoptive parent, and includes the minor's noncustodial parent.

  • 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 has the meaning specified in the introductory paragraph to this Agreement.

  • The Parents /"You" means any person who has signed the Acceptance Form and/or who has accepted responsibility for a child's attendance at this School. Parents are legally responsible, individually and jointly, for complying with their obligations under these Terms and Conditions. Those who have "parental responsibility" (i.e. legal responsibility for the child) are entitled to receive relevant information concerning the child unless a court order has been made to the contrary, or there are other reasons which justify withholding information to safeguard the interests and welfare and best interests of the child.

  • Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act.

  • 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.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Parent Holding Company means any direct or indirect parent entity of Holdings which holds directly or indirectly 100% of the Equity Interest of Holdings and which does not hold Capital Stock in any other Person (except for any other Parent Holding Company).

  • 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 or “Subsidiary” means a corporation, a majority of the outstanding voting shares of which is owned, directly or indirectly, by the Company or by one or more subsidiaries of the Company and, as used in this definition, “voting shares” means shares of a class or classes ordinarily entitled to vote for the election of the majority of the directors of a corporation irrespective of whether or not shares of any other class or classes shall have or might have the right to vote for directors by reason of the happening of any contingency;

  • 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.