New Entities definition
Examples of New Entities in a sentence
Each of the New Entities was formed solely for the purpose of engaging in the Restructuring and the Transactions, has not engaged in any other business activities other than in connection with its formation, the Restructuring or the other Transactions, and does not have any Liabilities (other than de minimis Liabilities incident to its formation, or in the case of Holdings, Liabilities under the Transaction Documents).
After executing the Agreement, QSI realized that it had inadvertently miscalculated the number of full-time employees employeed during its base year and inadvertently failed to include NextGen Healthcare Information Systems LLC, QSI Management LLC, and Mirth LLC (collectively New Entities) as parties to the Agreement although these companies’ employees were included in the calculation of base year full-time employees in the application.
Any or all of the obligations of Holdco contained in this Section 2.05 may be performed, satisfied or fulfilled by one or more Sorin Subsidiaries or New Entities reasonably acceptable to Cyberonics; provided that Holdco shall not be relieved of its obligations under this Section 2.05 to the extent not performed, satisfied or fulfilled in full by such Sorin Subsidiaries or New Entities.
The securities of the New Entities issued in exchange for Securities shall not be transferable to any greater degree than Securities held subject to this Agreement and all such new securities of the New Entities shall be subject to all restrictions provided herein or in any Manager Equity Agreement as if such newly issued securities in the New Entities were Securities.
If it is determined following the Effective Time that there are any surpluses, deficits, experiences gains or experience losses in respect of the AA Benefit Plans as at the Effective Time, any such surpluses, deficits, experiences gains or experience losses, as applicable, shall be shared by the New Entities proportionately on a per employee basis.