Exchange Sub definition

Exchange Sub shall have the meaning set forth in the preamble to this Agreement.
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Exchange Sub has the meaning set forth in the Preamble.
Sample 1
Exchange Sub shall have the meaning set forth in the preamble to this Agreement. "Effective Time" shall be the date all conditions and performance here- under has been completed but no later than --------------. "Governmental Approval" shall mean the consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other Governmental Entity, authority or instrumentality, domestic or foreign. "Governmental Entity" means the government of the United States of America, any other nation or any political subdivision thereof, whether foreign, state or local, and any agency, authority, instrumentality, regulatory body, court, tribunal, arbitrator, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. "Laws" shall mean all foreign, federal, state and local statutes, laws, ordinances, regulations, rules, resolutions, orders, writs, injunctions, judgments and decrees applicable to the specified Person and to the businesses and assets thereof. "License" shall mean any franchise, authorization, license, permit, certificate of occupancy, easement, variance, exemption, certificate, consent or approval of any Governmental Entity or other Person. "Lien" shall mean any mortgage, pledge, assessment, security interest, lease, lien, adverse claim, levy, charge or other encumbrance of any kind. "Person" shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, limited liability company, association, Entity, institution, entity, party, Governmental Entity or any other juridical entity of any kind or nature whatsoever. "RMR" shall have the meaning set forth in the preamble to this Agreement. 17 <PAGE> "RMR Common Stock" shall have the meaning set forth in the recitals to this agreement. "Subsidiary" shall mean any Person in which another Person, directly or indirectly, owns 50% of either the equity shares in or voting control of, such Person. "Taxes" means all federal, state, county, local, municipal, foreign and other taxes, assessments, duties or similar charges of any kind whatsoever, including all corporate franchise, income, gross receipts, occupation, windfall profits, sales, use, ad valorem, value-added, profits, license, withholding, payroll, employment, excise, premium, real property, personal property, customs, net worth, capital gains, transfer, st...
Sample 1

Examples of Exchange Sub in a sentence

  • TEL Exchange Sub and TEL shall execute a share-for-share exchange as a result of which TEL Exchange Sub shall become the direct parent company of TEL and TEL shall become a wholly owned subsidiary of TEL Exchange Sub (the “TEL Share Exchange”).

  • Except as provided in this Agreement, any matter which is necessary for consummation of the TEL Share Exchange shall be determined through consultation and agreement between TEL Exchange Sub and TEL consistent with the purpose and intent of this Agreement.

  • SPAC has no Subsidiaries other than Exchange Sub and does not own, directly or indirectly, any equity securities in any Person other than Exchange Sub.

  • In 2002 the Company Texas Instruments from USA included on its computers Graphing an adapted version of the CABRI program, fact that is a real success regarding the recognition of the performances of the software.

  • Exchange Sub shall have delivered to the Company a share swap agreement in a form that is reasonably acceptable to the Parties and reflects the terms of this Agreement to the extent applicable, duly executed by the Exchange Sub (the “ Share Swap Agreement”).

  • Exchange Sub is an entity that has been incorporated solely for the purpose of engaging in the Transactions.

  • New PubCo agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers, as the case may be, of SPAC or Exchange Sub (each, together with such person’s heirs, executors or administrators, a “ SPAC D&O Indemnified Party”), as provided in their respective Governing Documents or their respective indemnification agreements, shall survive the Closing and shall continue in full force and effect.

  • Each of SPAC and Exchange Sub is and has since its formation been treated as a corporation for U.S. federal (and applicable state and local) income tax purposes.

  • Exchange Sub does not conduct, and has never conducted, any business except those incident or related to or incurred in connection with its incorporation, or continuing corporate existence or the negotiation, preparation or execution of this Agreement and the other Transaction Agreements to which it is (or will be) a party, the performance of its covenants or agreements in this Agreement or any such Transaction Agreement or the consummation of the transactions contemplated hereby or thereby.

  • SPAC shall have delivered to the Company a certificate, signed by an authorized representative of SPAC and Exchange Sub, respectively and dated as of the Closing Date, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c).


More Definitions of Exchange Sub

Exchange Sub means Park Exchange LLC (to be renamed Ramius LLC).
Sample 1
Exchange Sub means Jaguar Global Growth Korea Co., Ltd., a stock corporation (chusik hoesa) organized under the laws of the Republic of Korea and wholly owned direct subsidiary of JGGC.
Sample 1

Related to Exchange Sub

  • Exchange Securities shall have the meaning assigned thereto in Section 2(a) hereof.

  • Exchange Service means Telephone Exchange Service as defined in the Act.

  • Private Exchange Securities shall have the meaning set forth in Section 2(a) hereof.

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Exchange Security or a "Registrable Security" shall include a reference to the related Guarantee.

  • Exchange Notes means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

  • Hybrid Preferred Securities Subsidiary means any Delaware business trust (or similar entity) (i) all of the common equity interest of which is owned (either directly or indirectly through one or more wholly-owned Subsidiaries of the Company) at all times by the Company or a wholly-owned direct or indirect Subsidiary of the Company, (ii) that has been formed for the purpose of issuing Hybrid Preferred Securities and (iii) substantially all of the assets of which consist at all times solely of Junior Subordinated Debt issued by the Company or a wholly-owned direct or indirect Subsidiary of the Company (as the case may be) and payments made from time to time on such Junior Subordinated Debt.

  • Private Exchange Notes See Section 2(b) hereof.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to:

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • Permitted Debt Exchange Notes shall have the meaning provided in Section 2.15(a).

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Qualified Securities means securities of a reporting issuer that carry the right to participate in voting on the appointment or removal of the reporting issuer’s auditor;

  • Exchange Note means the Closed-End Exchange Note.

  • Securities Financing Transactions means repurchase agreements, reverse repurchase agreements, securities lending agreements and any other transactions within the scope of SFTR that a Fund is permitted to engage in;

  • Restricted Global Certificate Has the meaning specified in Section 3.01(c).

  • Lock-Up Securities shall have the meaning set forth in Section 4.1.

  • New Notes shall have the meaning assigned to such term in Section 32.

  • Restricted Securities Certificate means a certificate substantially in the form set forth in Annex B.

  • Specified Securities means ‘equity shares’ and ‘convertible securities’ as defined under clause (zj) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

  • Registered Offering Transaction Documents means this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Unrestricted Securities Certificate means a certificate substantially in the form set forth in Annex C.

  • Old Notes shall have the meaning set forth in the preamble hereto.

  • Existing Notes means, collectively, the Existing Senior Guaranteed Notes and the Existing Senior Notes.