Designated Parent definition
Examples of Designated Parent in a sentence
Such Borrower will not at any time have any Subsidiaries other than, with respect to each Designated Parent Borrower only, its Designated Subsidiaries.
If not a Designated Parent Borrower, such Borrower, or to the extent such Borrower is a series of a Delaware LLC, a Trust or a Maryland corporation, such Delaware LLC, such Trust or such Maryland corporation on behalf of such Borrower, has no Subsidiaries and no equity investments or any interest in any other Person other than portfolio securities (including investment company securities) which may have been acquired in the ordinary course of business.
If it is a Designated Parent Borrower, such Borrower will not permit its Designated Subsidiaries to engage in any business or activity other than those permitted under such Designated Parent Borrower’s Prospectus.
In lieu of such fractional shares, any holder of capital stock of the Company who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, upon surrender of such holder's Company Stock Certificate(s), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the Designated Parent Stock Price.
Any Transfer by a Designated Parent Stockholders of such shares and securities without compliance with this Section 3(b) of this Agreement shall be null and void and such transferee shall have no rights as a stockholder of VoiceStream.
This Agreement shall be binding upon the successors, assigns and, to the extent set forth in Section 3(b) hereof with respect to Designated Parent Stockholders, transferees of the parties hereto, and the parties hereto shall take any and all actions necessary to obtain the written confirmation from any such successor, assignee and, to the extent set forth in Section 3(b) hereof with respect to Designated Parent Stockholders, transferee that it is bound by the terms hereof.
Except as set forth in the Designated Parent SEC Reports, since the date of Parent’s last proxy statement filed with the SEC, no event has occurred that would be required to be reported by Parent pursuant to Item 404 of Regulation S-K promulgated by the SEC.
Notwithstanding the preceding sentence, for purposes of the payment of Escrow Shares in satisfaction of such indemnification obligations, the Escrow Shares shall be valued at the Designated Parent Stock Price.
For purposes of this Section 1.11, the "Designated Parent Stock Price" shall be the weighted average of the closing sale prices of a share of Parent Common Stock as reported on the Nasdaq SmallCap Market for each of the 20 consecutive trading days ending on the 10th day immediately preceding the Closing Date.
In addition to the other termination rights provided elsewhere in this Agreement, in the event the Designated Parent Stock Price (as defined below) is less than $3.25 or greater than $6.25, this Agreement may be terminated by either Parent, or the Company, upon written notice delivered not less than three (3) business days prior to the Closing Date.