LLC Parent definition
Examples of LLC Parent in a sentence
Notwithstanding the foregoing, none of the Initial Surviving Company, Merger LLC, Parent, the Exchange Agent or any other Person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws.
This Agreement shall automatically terminate upon the date that the Director ceases to serve as Chairman of the LLC Parent Board, the Company Board and, if applicable, the Ultimate Corporate Parent Board.
Merger Sub, Ryme▇ ▇▇▇ds Incorporated, a Delaware corporation (the "Company") and FLP Holdings III LLC ("Parent") propose to enter into an Agreement and Plan of Merger (as the same may be amended supplemented, modified or extended from time to time, the "Merger Agreement") providing for the merger of Merger Sub and the Company upon the terms and subject to the conditions set forth in the Merger Agreement.
The Director agrees to serve as Chairman of the Boards (as defined below) and to provide related advisory and oversight services to and for the Company as may be reasonably requested from time to time by the Boards, the Company, the LLC Parent and, following the effectiveness of the Restructuring, the Ultimate Corporate Parent relating to their ongoing operations and strategic matters.
Except for fees payable to C▇▇▇▇▇▇▇▇ Associates, LLC, Parent has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.
If Certificates or Book-Entry Shares are presented to the Surviving Corporation, Surviving LLC, Parent or Exchange Agent for transfer following the First Effective Time, they shall be cancelled and exchanged as provided for in this Agreement.
Each Rolled Share owned, directly or indirectly, by Family LLC, Parent or the Family Shareholders immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and will cease to exist, and no consideration will be delivered in exchange for such cancellation.
Parent has made available to the Company true and correct copies of the articles of incorporation, regulations or similar organizational documents, each as amended to date, of Family LLC, Parent and Merger Sub.
The Rollover and Contribution Agreement is in full force and effect and is a legal, valid and binding obligation of Family LLC, Parent and the Family Shareholders.
The parties acknowledge that Purchaser is an indirect wholly-owned subsidiary of NPC Restaurant Holdings, LLC ("Parent"), which files reports with the Securities and Exchange Commission ("SEC") in order to comply with its obligations under an indenture relating to outstanding debt securities, and that Parent may be required to file with the SEC financial statements and pro forma financial information relating to the operation of the Business prior to the Effective Time.