Holdings definition

Holdings as defined in the preamble hereto.

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Holdings has the meaning specified in the introductory paragraph to this Agreement.

Holdings has the meaning assigned to such term in the preamble to this Agreement.

Examples of Holdings in a sentence

• Re: [fill in full title of securities] Reference is hereby made to the Indenture, dated as of December 15, 2025 (the “Indenture”), among Post Holdings, Inc., as issuer (the “Company”), the Guarantors party thereto and Computershare Trust Company, N.A., as trustee.

• Each of Pershing Square Holdings, Ltd., a company limited by shares incorporated under the laws of Guernsey with registration number 54602 (the “Investor”), and the Company agree to negotiate in good faith to enter into, prior to or concurrently with the closing of the Acquisition (as defined below), such definitive documents as may be necessary to implement the provisions set forth in this term sheet.

• Rollover Seller acknowledges that the Company Common Stock Consideration will be subject to the Registration Rights Agreement, dated as of the date hereof, which provides for certain registration rights with respect to such shares of Holdings Common Stock.

• All notices and other communications hereunder shall be in writing in the English language and shall be given in the manner set forth in the Agreement or as otherwise notified in writing by HHH to Pershing Square (for notices to HHH) or by Pershing Square to HHH (for notices to Pershing Square) from time to time in accordance with this Section 11: Pershing Square Holdings, Ltd.

• For federal (and applicable state and local) income tax purposes, the parties hereby agree the SPAC Merger and the Rollover, together, qualify as an integrated transaction described in Section 351 of the Code, with Rollover Seller recognizing no gain or loss with respect to his receipt of the Company Common Stock Consideration from Holdings pursuant to Section 351(a) of the Code.

More Definitions of Holdings

Holdings shall have the meaning assigned to such term in the preamble hereto.

Holdings has the meaning specified in the introductory paragraph hereto.

Holdings has the meaning set forth in the Preamble.

Holdings shall have the meaning provided in the first paragraph of this Agreement.

Holdings shall have the meaning provided in the preamble to this Agreement.

Holdings means (i) Holdings (as defined in the preamble to this Agreement) or (ii) after the Closing Date any other Person or Persons (“New Holdings”) that is a Subsidiary of (or are Subsidiaries of) Holdings or of any Parent Entity of Holdings (or the previous New Holdings, as the case may be) but not the Company (“Previous Holdings”); provided that (a) such New Holdings directly owns (i) 100% of the Equity Interests of the Company and (ii) 100% of the Equity Interests of each other direct Subsidiary of Previous Holdings which were owned by Previous Holdings immediately prior thereto, (b) New Holdings shall expressly assume all the obligations of Previous Holdings under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (c) if reasonably requested by the Administrative Agent, an opinion of counsel shall be delivered by the Borrower to the Administrative Agent to the effect that, without limitation, such substitution does not violate this Agreement or any other Credit Document, (d) all Capital Stock of the Company and each other direct Subsidiary of Previous Holdings and substantially all of the other assets of Previous Holdings are contributed or otherwise transferred, directly or indirectly, to such New Holdings and pledged to secure the Obligations, (f) (i) no Event of Default has occurred and is continuing at the time of such substitution and such substitution does not result in any Event of Default, (ii) such substitution does not result in any material adverse tax consequences to any Credit Party and (iii) such substitution does not result in any adverse tax consequences to any Lender (unless reimbursed hereunder) or to the Administrative Agent (unless reimbursed hereunder), and (g) no Change of Control shall occur; provided, further, that if each of the foregoing is satisfied, Previous Holdings shall be automatically released of all its obligations under the Credit Documents and any reference to Holdings in the Credit Documents shall be meant to refer to New Holdings.

Holdings shall have the meaning provided in the recitals to this Agreement.