Mirion IntermediateCo definition

Mirion IntermediateCo means Mirion IntermediateCo, Inc., a Delaware corporation.
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Examples of Mirion IntermediateCo in a sentence

  • The Corporation will take the actions required, and observe the restrictions, applicable to it set forth under Sections 4.02(b) and 4.04 of the Mirion IntermediateCo Charter.

  • If any outstanding share of Class B Common Stock ceases to be held by a holder of a share of Mirion IntermediateCo Class B Common Stock, such share shall automatically and without further action on the part of the Corporation or such holder be transferred to the Corporation for no consideration and retired.

  • No holder of shares of Class B Common Stock may Transfer such shares to any person unless such holder Transfers a corresponding number of shares of Mirion IntermediateCo Class B Common Stock (as part of Paired Interests) to the same Person in accordance with the Mirion IntermediateCo Charter.

  • In order to implement a structure similar to that of an “Up-C,” the Company established a Delaware corporation, Mirion IntermediateCo, Inc.

  • The Corporation covenants that all the shares of Class A Common Stock that are issued upon the redemption or exchange of such shares of Mirion IntermediateCo Class B Common Stock will, upon issuance, be validly issued, fully paid and non-assessable.

  • If at any time the ratio at which shares of Mirion IntermediateCo Class B Common Stock are redeemable or exchangeable for shares of Class A Common Stock pursuant to the Mirion IntermediateCo Charter is amended, the number of votes per share of Class B Common Stock to which holders of shares of Class B Common Stock are entitled pursuant to Section 4.03(a)(i) shall be adjusted accordingly.

  • Pursuant to the Business Combination Agreement, dated June 17, 2021 (as amended on September 3, 2021), by and among GS Acquisition Holdings Corp II ("GSAH"), Mirion Technologies (TopCo), Ltd ("Legacy Mirion") and the other parties thereto (the "Business Combination Agreement"), GSAH established a Delaware corporation, Mirion IntermediateCo, Inc.

  • Concessionaires must provide staffing levels that reflect the peaks and fluctuations in daily passenger traffic and be prepared to extend operating hours as needed to accommodate flight delays and irregular operations for any reason. All employees at the airport must pass a background check and obtain an Airport security identification badge.

  • Includes 381,679 shares of Class A common stock issuable pursuant to the settlement of RSUs and 190,839 shares of Class A common stock issuable pursuant to the settlement of PSUs. Shares listed as beneficially owned consist of (i) 1,544,017 shares of Class A common stock exchangeable for 1,544,017 shares of Mirion IntermediateCo, Inc.

  • As contemplated by the Business Combination Agreement, the Issuer became the corporate parent of Mirion TopCo. In order to implement a structure similar to that of an “Up-C,” the Issuer established a Delaware corporation, Mirion IntermediateCo, Inc.

Related to Mirion IntermediateCo

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Intermediate Holdco as defined in the preamble to this Agreement.

  • Intermediate Parent means any Subsidiary of Holdings and of which the Borrower is a subsidiary.

  • Intermediate means an emergency medical technician-intermediate.

  • Intermediate Holding Company means any Subsidiary of Holdings (of which Holdings, directly or indirectly, owns 100% of the issued and outstanding Equity Interests) that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Lead Borrower.

  • Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • Intermediate Holdings shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

  • Direct holdings means all publicly traded securities of a company that are held directly by the state treasurer or a retirement system in an actively managed account or fund in which the retirement system owns all shares or interests.

  • Project Finance Debt means Debt of any Subsidiary of the Borrower (i) that is (A) not recourse to the Borrower other than with respect to Liens granted by the Borrower on direct or indirect equity interests in such Subsidiary to secure such Debt and limited Guaranties of, or equity commitments with respect to, such Debt by the Borrower, which Liens, limited Guaranties and equity commitments are of a type consistent with other limited recourse project financings, and other than customary contractual carve-outs to the non-recourse nature of such Debt consistent with other limited recourse project financings, and (B) incurred in connection with the acquisition, development, construction or improvement of any project, single purpose or other fixed assets of such Subsidiary, including Debt assumed in connection with the acquisition of such assets, or (ii) that represents an extension, renewal, replacement or refinancing of the foregoing, provided that, in the case of a replacement or refinancing, the principal amount of such new Debt shall not exceed the principal amount of the Debt being replaced or refinanced plus 10% of such principal amount.

  • Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.

  • intermediate body means any public or private body which acts under the responsibility of a managing or certifying authority, or which carries out duties on behalf of such an authority, in relation to beneficiaries implementing operations;

  • Intermediate product means marijuana flower lots or other material lots that have been converted by a marijuana pro­ cessor to a marijuana concentrate or marijuana-infused product that must be further processed prior to retail sale.

  • Project Finance Entity means: (a) a holder, trustee or agent for holders, of any component of Project Financing; or (b) any purchaser of capacity and/or energy produced by the Customer Facility to which Interconnection Customer has granted a mortgage or other lien as security for some or all of Interconnection Customer’s obligations under the corresponding power purchase agreement. Provisional Interconnection Service:

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions and transactions related or incidental thereto.

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • AcquisitionCo means Diebold Holding Germany Incorporated & Co. KGaA a German partnership limited by shares (Kommanditgesellschaft auf Aktien - KGaA) that is a Wholly Owned Restricted Subsidiary of the Company and whose general partner is the Company.

  • lone parent means a person who has no partner and who is responsible for and a member of the same household as a child or young person;

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • SPE means any bankruptcy-remote, special-purpose entity created in connection with the financing of settlement float with respect to customer funds or otherwise.

  • PPS means Protected Payment System, the system to be used in connection with the settlement of payment obligations of Member Firms to the Exchange, other than those Member Firms who have made arrangements for the settlement of such obligations to be performed by a GCM, must maintain arrangements with a PPS Bank for such purposes;

  • OpCo has the meaning set forth in the Preamble.

  • Project Finance Subsidiary means a Subsidiary that is a special-purpose entity created solely to (i) construct or acquire any asset or project that will be or is financed solely with Project Financing for such asset or project and related equity investments in, loans to, or capital contributions in, such Subsidiary that are not prohibited hereby and/or (ii) own an interest in any such asset or project.

  • Ares means Ares Management LLC, on behalf of its Affiliated funds, investment vehicles and/or managed accounts.

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.