New Kleinco definition

New Kleinco is defined in the preamble hereto.
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New Kleinco has the meaning set forth in the Introduction.
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New Kleinco is defined in the introductory paragraph.
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Examples of New Kleinco in a sentence

  • It is not at all unusual to see nitrate concentrations in excess of 30 mg/L in many tributaries of the North Raccoon.

  • Except as set forth in Section 5.4(b), the right to indemnification under this Section 8.1 or any other remedy based on representations, warranties, covenants and agreements of Sellers, New Kleinco or National in this Agreement shall not be affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) by Buyer at any time, whether before or after the execution and delivery of this Agreement or the Closing Date.

  • Except as set forth in the Buyer Disclosure Schedule, which may address and supplement any item in this Article IV (subject to Section 8.18(e)) Buyer represents and warrants to Sellers and New Kleinco that the representations and warranties contained in this Article IV are true and correct as of the date of this Agreement and as of the Closing Time.

  • If, at the end of such fifteen (15) Business Day period such Seller or New Kleinco, as applicable, has not either paid the applicable Obligation Amount or delivered a Rejection Notice, then such Seller or New Kleinco, as applicable, shall be conclusively obligated to pay Buyer the applicable Obligation Amount.

  • Each of NBPCo, TKK, TMK and New Kleinco represents that it has obtained approval by the requisite number of its members of this Agreement and the Transaction Documents, and no additional Consent is required by its member(s) in order to complete the transactions contemplated by this Agreement.

  • For purposes of clarity, in response to any inquiry or other communication regarding an Acquisition Proposal any Seller, New Kleinco or National may refer the Person making the Acquisition Proposal to this Section 5.11 and state that Sellers, New Kleinco and National are subject to the requirements of this Section 5.11, which referral shall not be a breach of this Section 5.11.

  • Each of Buyer, Sellers and New Kleinco shall notify the other Parties when all of their respective conditions to Closing are satisfied or waived.

  • The representations and warranties of each Seller and New Kleinco and any certificate delivered by any Seller or New Kleinco pursuant to this Agreement are made as of the execution of this Agreement and as of the Closing Date and shall survive the Closing Date until the expiration of the Claim Period applicable thereto.

  • The limitation on liability in this Section 8.1(g)(1) shall not apply to any representation, warranty or schedule (x) that is a misrepresentation or omission by National, Seller or New Kleinco constituting actual and knowing fraud by National, Seller or New Kleinco in the context in which it was given, or (y) in respect of Sections 3.1, 3.2, 3.3, 3.4, and 3.18, and Section 3.9 for taxes to be paid by the members of National for profits and losses occurring prior to Closing.

  • Sellers, New Kleinco and National shall cause each of the Transaction Documents, which shall be mutually agreed to by Sellers, New Kleinco, National and Buyer, as applicable, to be executed and delivered by each Person contemplated to be party thereto (other than Buyer), and Buyer shall execute each of the Transaction Documents to which it is contemplated to be a party thereto, in each case, as of the Closing.


More Definitions of New Kleinco

New Kleinco means TMK Holdings, LLC.
Sample 1

Related to New Kleinco

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • CLO Asset Manager means, with respect to any Securitization Vehicle that is a CLO, the entity that is responsible for managing or administering the underlying assets of such Securitization Vehicle or, if applicable, the assets of any Intervening Trust Vehicle (including, without limitation, the right to exercise any consent and control rights available to the Directing Holder).

  • CDO Asset Manager with respect to any Securitization Vehicle that is a CDO, shall mean the entity that is responsible for managing or administering a Note as an underlying asset of such Securitization Vehicle or, if applicable, as an asset of any Intervening Trust Vehicle (including, without limitation, the right to exercise any consent and control rights available to the holder of such Note).

  • Parent means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Operating Partnership has the meaning set forth in the preamble.

  • Designated Affiliate means the affiliates of the Corporation designated by the Committee for purposes of the Plan from time to time;

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Holdco has the meaning set forth in the Preamble.

  • Asset Manager means the manager of each of the Series Assets as specified in each Series Designation or, its permitted successors or assigns, appointed in accordance with Section 5.10.

  • Subsidiary of the Company or “Subsidiary” means a corporation, a majority of the outstanding voting shares of which is owned, directly or indirectly, by the Company or by one or more subsidiaries of the Company and, as used in this definition, “voting shares” means shares of a class or classes ordinarily entitled to vote for the election of the majority of the directors of a corporation irrespective of whether or not shares of any other class or classes shall have or might have the right to vote for directors by reason of the happening of any contingency;

  • Independent Shareholders means holders of outstanding Voting Shares, excluding (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or Associate of any Acquiring Person or Offeror, (iv) any Person acting jointly or in concert with any Acquiring Person or Offeror, and (v) any employee benefit plan, share purchase plan, deferred profit sharing plan or trust for the benefit of employees of the Corporation or a wholly-owned Subsidiary of the Corporation (unless the beneficiaries of such plan or trust direct the manner in which such Voting Shares are to be voted or direct whether the Voting Shares are to be deposited or tendered to a Take-Over Bid, in which case such plan or trust shall be considered to be an Independent Shareholder).

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Company Shareholders means holders of Company Shares.

  • Purchasing Manager means the person duly authorized to enter into and administer Contracts and make written determinations with respect to the Contract or his or her designee.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Sub-Advisor shall include the Sub-Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.

  • New Services Queue Closing Date means each April 30 and October 31 shall be the Queue Closing Date for the New Services Queue comprised of Interconnection Requests, Completed Applications, and Upgrade Requests received during the six-month period ending on such date. “New York ISO” or “NYISO” shall mean the New York Independent System Operator, Inc. or any successor thereto.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • Effective Time has the meaning set forth in Section 2.2.

  • Blocker means an employee engaged in one or more of the following operations in a Millinery Sector establishment:

  • Locational UCAP Seller means a Member that sells Locational UCAP.

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • Seller Affiliate means any Affiliate of Seller.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.