Examples of MD Investors in a sentence
The Company Board and the Company have taken all action necessary to exempt the Merger, this Agreement and the other transactions contemplated herein (including the transactions contemplated by the MD Investors Commitment Letter and the agreements listed on Section 4.9 of the Parent Disclosure Letter) from the restrictions on business combinations set forth in Section 203 of the DGCL.
MD Investors Corporation shall be the liquidating trustee pursuant to this Agreement and shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act.
Parent shall not attempt to enforce the Equity Investors Commitment Letter, the MD Investors Commitment Letter or the MSDC Investor Commitment Letter until the conditions set forth in this Section 2.6.1 have been satisfied.
Subject to the foregoing provisions of this Section 2.6.1, Parent shall have no right to enforce the Equity Investors Commitment Letter, MD Investors Commitment Letter or MSDC Investor Commitment Letter unless directed to do so by the Requisite Investors in accordance with this Section 2.6.1.
In furtherance of the foregoing, other than as agreed to by the MD Investors in the MD Investors Commitment Letter, each Investor shall, unless otherwise agreed in writing by the Requisite Investors, purchase Parent Common Stock at a price equal to the Merger Consideration.
For the avoidance of doubt, the Parent Parties, the Equity Investors, the MD Investors and the MSDC Investor have made certain representations and warranties to each other in the agreements listed in Section 4.13 of the Parent Disclosure Letter.
Each of Parent and the Equity Investors agrees to deliver to counsel to MD a representation letter executed by Parent or the Equity Investor, as applicable, dated as of the Closing Date, substantially in the form of such party’s representation letter attached as Exhibit F hereto to support any opinion to be delivered to the MD Investors regarding the federal income tax treatment of the Contribution.
Each such Certificate shall be denominated in terms of the number of Common Units evidenced by such Certificate and shall be signed by an authorized officer or MD Investors Corporation on behalf of the Company.
Notwithstanding anything to the contrary herein or in any representation letter delivered by Parent pursuant to this Section 2.17, in no event shall Parent be liable to any party (including the MD Investors) for the failure of any representation, warranty or covenant contained in its representation letter to be true, correct or complete or for Parent’s failure to comply with any covenant contained in such representation letter.
Sponsor and the M&D Investors party thereto (each such agreement the Company has entered into, as amended from time to time, a “Management Stockholder’s Agreement).