Holdco Agreement definition

Holdco Agreement means that certain Amended and Restated Limited Liability Company Agreement of Intermediate Holdings, dated as of or about the date hereof, as may be amended from time to time.

Holdco Agreement has the meaning ascribed thereto in Section 2.3;

Holdco Agreement means that certain limited liability company agreement of Holdco to be entered into by the members thereof at the Close of Escrow.

Examples of Holdco Agreement in a sentence

• Failure of any Qualifying Holdco Shareholder to properly elect the Holdco Alternative on or prior to the Holdco Election Date or failure of any Qualifying Holdco Shareholder to properly enter into a Holdco Agreement will disentitle such Qualifying Holdco Shareholder from the Holdco Alternative.

• In the event that a party (the "Indemnified Party") shall become aware of any claim, proceeding or other matter (a "Claim") in respect of which another party (the "Indemnifying Party") agreed to indemnify the Indemnified Party pursuant to this Holdco Agreement, the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party.

• Each Member agrees to take any and all such actions requested by the Manager as are reasonably necessary to allow the Company to effect the foregoing and to enable the Company to satisfy the obligations and liabilities imposed on the Company under the Holdco Agreement.

• The Tag-Along Members shall share the fees and expenses allocated to the Company pursuant to Section 8.04(e) of the Holdco Agreement pro rata in accordance with the amount of proceeds to be received by such Tag-Along Member in such Tag-Along Sale.

• Such Member is familiar with the business, financial condition, properties, operations and prospects of Holdco, its Subsidiaries and the Company, and has asked such questions of the Company and the Manager and conducted such due diligence concerning such matters and concerning the Class A Units, this Agreement and the Holdco Agreement as it has desired to ask and conduct, and all such questions have been answered to its full satisfaction.

More Definitions of Holdco Agreement

Holdco Agreement means the Stockholders Agreement, dated as of August 30, 2013, by and among Holdco and the other parties thereto, as amended, restated, supplemented or modified from time to time.

Holdco Agreement means a share purchase agreement, in the form approved by Parent, acting reasonably, to be entered into between Parent, Acquisition Sub, a Holdco and all of the Holdco Shareholders of such Holdco, providing for the transfer of all of the issued and outstanding Holdco Shares of such Holdco to Acquisition Sub in accordance with this Plan of Arrangement and containing (i) the terms and conditions set forth in Section 2.3; (ii) such representations and warranties, terms and conditions and indemnities as Parent and Acquisition Sub may reasonably request and (iii) the requirement for such Holdco Shareholder to arrange for the provision of a legal opinion of legal counsel to such Holdco in form satisfactory to Parent, acting reasonably, in connection with the transfer of such Holdco Shares, based on customary certificates of officers of such Holdco and assumptions, to the effect that: the Holdco is a subsisting corporation or equivalent under its governing laws; the Holdco Shareholders are the registered holders of all outstanding shares of the Holdco based solely on the registers of the Holdco; all necessary corporate action has been taken by the Holdco to authorize the execution, delivery and performance of the share purchase agreement; the execution, delivery and performance of the share purchase agreement by the Holdco does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of all currently effective articles and by-laws of the Holdco; and the share purchase agreement constitutes a legal, valid and binding obligation of the Holdco enforceable against the Holdco in accordance with its terms;

Holdco Agreement means a share purchase agreement relating to the acquisition of a particular Holdco among all of the Holdco Shareholders of such Holdco, Trizec Canada and Trizec Subco providing for the acquisition of all issued and outstanding Holdco Shares of such Holdco in accordance with Section 2.4(b) and containing such representations and warranties, terms and conditions and indemnities as Trizec Canada and Trizec Subco may reasonably request in connection therewith, including, without limitation, the representations and warranties, terms and conditions and indemnities set out in Appendix 1;

Holdco Agreement means the Navy HoldCo 2 Agreement the form of which is attached as an exhibit to the Master Agreement.

Holdco Agreement has the meaning ascribed thereto in section 0;

Holdco Agreement has the meaning assigned to such term in Section 5.1(b)(viii) of this Agreement.

Holdco Agreement means a share purchase and sale agreement to be entered into between the Offeror, a Holdco Shareholder who elects to accept the Offer by using the Holdco Alternative and such Holdco Shareholder’s Holdco providing for, among other things, the purchase by Bidco from such Holdco Shareholder of all of such Holdco Shareholder’s Holdco Shares;