existing company means a company formed and registered under any of the previous companies laws…”
Company LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 25, 2011, as amended from time to time.
Operating Company has the meaning set forth in the preamble.
Operating Companies means, collectively, the Creekside Operating Company, the Mentone Operating Company and the Yucaipa Operating Company. “Operating Company” means any of the Operating Companies.
Mutual holding company means that term as defined in section 10(o) of the home owners' loan act, chapter 64, titles III and IX of Public Law 101-73, 12 U.S.C. 1467a, and OTS regulations governing mutual holding companies.
Operating Company Number (OCN means the numeric Company Code assigned by NECA identifying CLEC as a Resale or UNE provider.
Acquiring Company means a person who obtains Control of the Company;
Existing LLC Agreement is defined in the recitals to this Agreement.
Affiliated group of corporations means an affiliated group as defined in section 1504 of the Internal Revenue Code, except that, if such a group includes at least one incumbent local exchange carrier that is primarily engaged in the business of providing local exchange telephone service in this state, the affiliated group shall not include any incumbent local exchange carrier that would otherwise be included in the group.
Original Partnership Agreement has the meaning set forth in the recitals to this Agreement.
MergerSub has the meaning set forth in the Preamble.
Insurance holding company system means a group of two or more affiliated persons, at least one of whom is an insurer.
In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:
Parent Disclosure Letter has the meaning set forth in Article IV.
Generating Company means any company or body corporate or association or body of individuals, whether incorporated or not, or artificial juridical person, which owns or operates or maintains a generating station;
Acquisition Corp. shall have the meaning given to such term in the preamble to this Agreement.
EBS means Electronic Bid Submission.
Resulting Company means a domestic stock company created
Surviving Company has the meaning set forth in Section 2.1.
Qualifying Company means a qualifying company within the meaning of section 110 of the Taxes Act;
Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.
Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.
Leasing company means that term as defined in 49 USC 14504a.
Founding Companies has the meaning set forth in the third recital of this Agreement.
Merger Subsidiary has the meaning set forth in the preamble to this Agreement.
Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.