Desert Newco definition

Desert Newco is defined in the Recitals of this Agreement.
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Desert Newco means Desert Newco, LLC, a Delaware limited liability company.
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Examples of Desert Newco in a sentence

  • Each Underwriter severally covenants with the Company and Desert Newco not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

  • Each of the Company and Desert Newco waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares.

  • The Company, Desert Newco and their respective subsidiaries and controlled affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and achieve compliance with all applicable anti-bribery and anti-corruption laws.

  • Except as otherwise provided herein, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and Desert Newco, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes.

  • All of the membership interests of Desert Newco outstanding prior to the consummation of this offering have been duly authorized, fully paid and validly issued.

  • No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required to be obtained for the performance by the Company or Desert Newco of their obligations under the Transaction Documents except (i) such as has previously been obtained and (ii) such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and regulations of the Financial Industry Regulatory Authority, Inc.

  • All of the membership interests of Desert Newco outstanding as of the Closing Date (as defined in Section ‎5) have been duly authorized, fully paid and validly issued, and to the extent owned by the Company, will be owned free and clear of any liens, encumbrances or claims.

  • To the knowledge of the Company and Desert Newco, the conduct of the business of the Company, Desert Newco and their respective subsidiaries (1) as now conducted, does not infringe, misappropriate or otherwise violate the Intellectual Property Rights of others in any material respect, and (2) as proposed to be conducted by them will not infringe, misappropriate or otherwise violate the Intellectual Property Rights of others in any material respect.

  • Neither the Company, Desert Newco, nor their respective subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption law.

  • In the case of any such separate firm for the Company or Desert Newco, and such directors, officers and control persons of the Company or Desert Newco, such firm shall be designated in writing by the Company and Desert Newco.

Related to Desert Newco

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • Reorganized Company means the domestic stock company into which a mutual company has been converted, converted and merged, or converted and consolidated.

  • New Company has the meaning given to it in Clause 21.3 of the Trust Deed;

  • EBS means Electronic Bid Submission.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • GVWR means gross vehicle weight rating.

  • existing company means a company formed and registered under any of the previous companies laws…”

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

  • Operating Company means an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c) of the Plan Asset Regulations.

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

  • Operating Partnership has the meaning set forth in the preamble.

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

  • Surviving Company has the meaning set forth in Section 2.1.

  • Holdco has the meaning set forth in the Preamble.

  • DH means District Hospital;

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

  • GP means Gottbetter & Partners, LLP.

  • MCH means the Maternal and Child Health Service provided by a council to support the health and development of children within the municipality from birth until school age

  • New Holding Company means a corporation that is not a bank, association, or national banking association and as to which all of the following apply:

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

  • Surviving Entity has the meaning set forth in Section 2.1.

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

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

  • Constituent Company means an existing company that is participating in a merger or consolidation with one or more other existing companies;

  • Community Contribution Company means a corporation formed under the laws of British Columbia that includes in its articles the following statement:

  • Reorganized means, with respect to the Debtors, any Debtor or any successor thereto, by merger, consolidation or otherwise, on or after the Effective Date.