Gaming Subsidiaries definition
Examples of Gaming Subsidiaries in a sentence
Subject to applicable Gaming Laws (with respect to those Debtors which are Gaming Subsidiaries), each Debtor hereby grants to the Secured Party a security interest in and continuing lien on all of such Debtor's right, title and interest in, to and under all Trademarks, and all related goodwill, of such Debtor including, but not limited to, those referenced in SCHEDULE A hereto.
The Company further agrees that it will not and will cause its Gaming Subsidiaries not to seek any remedy against the Purchaser, either at law or in equity, for the Purchaser's failure or refusal to apply for a Gaming Approval, including, without limitation, seeking the divestiture by the Purchaser of the Series D Preferred Stock, the Amended Notes, the New Notes or any other securities of the Company then held by the Purchaser.
To the extent the relevant Pledged Securities Requisite Gaming Approvals are obtained with respect to one or more of the Gaming Subsidiaries, the Capital Stock of such entity shall promptly (and in any event within 10 days after obtaining such approvals) be pledged pursuant to the relevant pledge agreement.
The approval of the pledge of the Investment Related Property in or of Gaming Subsidiaries may require amendment of this Agreement to include additional references to regulatory requirements under the Gaming Laws.
The financial books and records of Engine Gaming and each of the Engine Gaming Subsidiaries fairly and correctly set out and disclose in all material respects, in accordance with IFRS, if required, its financial position as at the date hereof and all material financial transactions have been accurately recorded in such books and records on a consistent basis and in conformity with IFRS, if required.
No steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of Engine Gaming or any of the Engine Gaming Subsidiaries and no board approvals have been given to commence any such proceeding.
Prior to the Distribution Date, Gaming Co. shall take or cause to be taken all actions necessary to cause the transfer, assignment, delivery and conveyance to Hilton and/or the applicable Retained Business Subsidiaries designated by Hilton of all of Gaming Co.'s and the Gaming Subsidiaries' right, title and interest in any Retained Business Group Assets held, on or prior to the Distribution Date, by Gaming Co. or any of the Gaming Subsidiaries.
Each of the Engine Gaming Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, an Engine Gaming Material Adverse Effect.
The certificates or instruments representing or evidencing the Investment Related Property in or of Gaming Subsidiaries may not be delivered to Administrative Agent until such approval has been obtained.
Hilton shall cause all of its directors and the Retained Business Group Employees to resign from all boards of directors or similar governing bodies of Park Place or any of the Gaming Subsidiaries on which they serve, and from all positions as officers or employees of Park Place or any of the Gaming Subsidiaries in which they serve, except as set forth in Schedule 10.