New Intermediate Holdco definition
Examples of New Intermediate Holdco in a sentence
The release provisions of this paragraph (c) shall not permit any release of any guarantees or Security in favour of the Relevant Finance Parties, in each case, of the Parent, the Company, New Intermediate Holdco and any Borrower (other than the Company) for as long as such entity is a Borrower.
Irish Holdco, Irish Intermediate Holdco, Irish New Intermediate Holdco and Luxco hereto further covenants and agrees to maintain at all times an agent with offices in New York City to act as its Process Agent.
No later than the Second Closing Date, New Intermediate Holdco shall contribute the note of DCI evidencing the loan referred to in Section 5.1(b)(v) to the capital of DCI and, except for the DCI Preferred Stock, shall cause DCI to be a Wholly Owned Subsidiary of Details as a result of the transactions referred to in Section 5.2.
The Administrative Agent shall have received searches in the Companies Registration Office, the High Court Central Office and the Judgments Office in respect of Irish Holdco, Irish Intermediate Holdco, Irish New Intermediate Holdco, Irish IP Subsidiary, Irish ▇▇▇▇▇, Irish Opco, each other Subsidiary Guarantor that is incorporated under the laws of the Republic of Ireland and each other Subsidiary that is incorporated under the laws of the Republic of Ireland that will be a signatory to a Loan Document.
Each of Irish Holdco, Irish Intermediate Holdco, Irish New Intermediate Holdco and the Borrowers shall become parties to this Agreement after the effectiveness thereof by delivery of an executed joinder agreement substantially in the form of Exhibit D or in such other form reasonably acceptable to such Person and the Administrative Agent (each a “Joinder Agreement”) on or prior to the Closing Date.
The Agents may consult with legal counsel (who may be counsel for Irish Holdco, Irish Intermediate Holdco, Irish New Intermediate Holdco or the Borrowers), independent accountants and other experts selected by them, and shall not be liable for any action taken or not taken by them in accordance with the advice of any such counsel, accountants or experts.
Irish Holdco, Irish Intermediate Holdco, Irish New Intermediate Holdco and Luxco each covenant and agree that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the delegation of the Process Agent above in full force and effect, and to cause the Process Agent to act as such.
The proceeds of such dividends shall then be paid as a dividend by the Company to New Intermediate Holdco for investment in Designco.
Notwithstanding the foregoing, neither Irish Intermediate Holdco, Irish New Intermediate Holdco, nor any Borrower, Co-Borrower, Irish ▇▇▇▇▇, Horizon or Horizon Pharma shall be permitted to be an Unrestricted Subsidiary.
Such service may be made by mailing or delivering a copy of such process to Irish Holdco, Irish Intermediate Holdco, Irish New Intermediate Holdco or Luxco (as applicable) in care of the Process Agent at the address specified above for the Process Agent, and Irish Holdco, Irish Intermediate Holdco, Irish New Intermediate Holdco and Luxco irrevocably authorizes and directs the Process Agent to accept such service on its behalf.