Neither Parent definition

Neither Parent nor Target shall, nor shall they permit their Subsidiaries to, take any action or fail to take any action before or after the Effective Time which action or failure to act would prevent, or would be reasonably likely to prevent, the Merger from qualifying as a reorganization within the meaning of Section 368 of the Internal Revenue Code.

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Neither Parent nor Sub (nor any other subsidiary of Parent) has constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code and subject to Section 355(e) of the Code (i) in the two years prior to the date of the Merger Agreement or (ii) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger.

Neither Parent s nor Borrower's rights 150 or obligations hereunder nor any interest therein may be assigned or delegated by Parent or Borrower without the prior written consent of all Lenders.

Examples of Neither Parent in a sentence

• Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

• Neither Parent nor Purchaser has enacted or will enact a plan that complies with Rule 10b5-1 under the Exchange Act covering the purchase of any of the shares of the Company’s capital stock.

• Neither Parent nor SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares.

• Neither Parent nor Merger Sub is in violation of its certificate of incorporation, bylaws or other similar organizational document.

• Neither Parent nor any of its Subsidiaries is or has been the subject of any investigation or inquiry by any Governmental Body with respect to potential violations of Anti-Bribery Laws.

• Neither Parent nor Merger Sub is entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors.

• Neither Parent nor any of its Subsidiaries is, or as of immediately prior to the Effective Time will be, required to be registered as an investment company under the Investment Company Act.

• Neither Parent nor Merger Sub is in violation of its Organizational Documents.

• Neither Parent nor Merger Sub is in violation of its organizational or governing documents.

• Neither Parent nor any of the Parent Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Parent.

More Definitions of Neither Parent

Neither Parent s, the Borrower's nor any Subsidiary's Coal operations on its Coal Properties will be subject to any environmental assessment requirements under the National Environmental Policy Act or any analogous Governmental Regulation or any other environmental review or assessment requirements in excess of environmental review and assessment requirements required in connection with Borrower and its Subsidiaries obtaining any permits or other required items in connection with the Coal Properties.

Neither Parent nor Sub is an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.