Holdco Exchange definition
Examples of Holdco Exchange in a sentence
The Parties agree to co-operate in seeking to structure the Company U.S. Merger, Unit Exchange, Qualified Holdco Exchange and Qualified Pipeline Exchange so as to minimize, to the extent reasonably possible, any Taxes payable by ParentCo, Harvest, the Company, the Company Subsidiaries, the Company Unit Holders, the Qualified Holdco Shareholders and the Qualified Pipeline Equity Holders in connection with such transactions.
The Company and its counsel shall have the right to review and comment on any content in the CSE listing statement to be submitted to the CSE related to the Company, the Company Unit Holders, the Unit Exchange, the Qualified Holdco Exchange or the Qualified Pipeline Exchange before such filings are submitted to the CSE.
The Parties shall prepare and file all U.S. Tax Returns consistent with the U.S. Intended Holdco Exchange Tax Treatment and shall not take any inconsistent position on any Tax Return, or during the course of any Proceeding with respect to Taxes, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code.
Gold's board of directors has received the opinion of Credit Suisse on or prior to the date of this Agreement, to the effect that, as of the date of such opinion and subject to the assumptions and limitations set forth therein, the Holdco Exchange Ratio, after giving effect to the aggregate Company Merger Consideration to be paid to holders of Company Shares in the Company Merger, is fair, from a financial point of view, to the holders of Gold Shares.
Except with respect to the issuance of shares of the Holdco Exchange Stock to Holdco and the Exchange Stock to FMB, there are no outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or any other agreements or arrangements of any character obligating JV Corp to issue any shares of JV Corp Common Stock or other equity securities, or evidencing the right to subscribe for any JV Corp Common Stock or other equity securities of JV Corp.
Holdco is acquiring the shares of JV Corp Common Stock payable as the Holdco Exchange Stock solely for investment, solely for Holdco’s own account, not for the account of any other Person, and not for distribution, assignment or resale to others.