Nova II definition

Nova II has the meaning set forth in the Recitals.
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Nova II has the meaning assigned in the Preamble.
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Nova II shall have the meaning given to such term in the Recitals.
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Examples of Nova II in a sentence

  • Except as has not resulted in, and would not reasonably be expected to result in, a Nova II Material Adverse Effect, (1) Nova II or a Nova II Subsidiary is the sole owner of the Nova II PE Investments and (2) all of the capital obligations currently due and payable of Nova II and the Nova II Subsidiaries have been fully funded and, to the Knowledge of Nova II, there are no pending capital calls.

  • Nova II and each Nova II Subsidiary currently has no, and has never had, any employees.

  • In the event that an estimate is accepted by both Nova I and Nova II, then such estimate shall become the final Leakage Amount for Nova I or Nova II, as applicable (subject to any reasonable adjustments as may be subsequently agreed to by the parties).

  • Each of Nova II’s Significant Subsidiaries is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or its conduct of business requires it to be so qualified, except where the failure to be so qualified or in good standing has not resulted in, and would not reasonably be expected to result in, a Nova II Material Adverse Effect.

  • Prior to the Closing, the parties shall take all actions necessary so that, no later than the Nova I Merger Effective Time and the Nova II Merger Effective Time, the board of directors of Newco shall consist of seven (7) members, of which no fewer than a majority are “independent” as defined by the listing standards of the applicable National Securities Exchange.

  • There are no real properties that Nova II or any Nova II Subsidiary is obligated to buy at some future date.

  • For the avoidance of doubt, if the Applicable Effective Time occurs prior to any record date in respect of a dividend or other distribution declared by the Nova I Board or the Nova II Board, no holder shall have any right to any such dividend or other distribution in respect of the Nova I Common Stock or the Nova II Common Stock, all such rights shall be extinguished at the Applicable Effective Time and any such declared dividend or other distribution shall no longer be due and payable.

  • Nova II has not taken any action and is not aware of any fact or circumstance that could reasonably be expected to prevent the Nova II Merger from qualifying as a reorganization within the meaning of Section 368(a)(1) of the Code.

  • Without limiting in any way any party’s rights or obligations under this Agreement, nothing contained in this Agreement shall give any party, directly or indirectly, the right to control or direct the Other Parties’ and their respective Subsidiaries’ operations prior to the Closing, the Nova I Merger Effective Time and the Nova II Merger Effective Time.

  • Each Nova II Party and each Nova II Subsidiary has the corporate (or comparable) power and authority to carry on its business as it is now being conducted and to own or lease all of its properties and assets, and to execute, deliver and perform its obligations under this Agreement, and each Nova II Party has the corporate (or comparable) power and authority to consummate the Transactions to which such Nova II Party is a party.

Related to Nova II

  • DPO means Data Protection Officer;

  • CMBI means Chase Manhattan Bank International, an indirect wholly-owned subsidiary of Bank, located in Moscow, Russia, and any nominee companies appointed by it.

  • EXCO means EXCO Resources, Inc., a Texas corporation.

  • Purchaser Related Parties has the meaning specified in Section 6.1.

  • Alliance means the Public Service Alliance of Canada;

  • CSDCC means the China Securities Depository and Clearing Co., Ltd. “CSRC” means the China Securities Regulatory Commission.

  • BG means Bank Guarantee

  • CCMA means the Commission for Conciliation, Mediation and Arbitration established in terms of section 112 of the Labour Relations Act, 1995;

  • ABI means Anheuser-Busch InBev SA/NV, its domestic and foreign parents, predecessors, divisions, subsidiaries, affiliates, partnerships and joint ventures (excluding Crown, and, prior to the completion of the Transaction, Modelo); and all directors, officers, employees, agents, and representatives of the foregoing. The terms “parent,” “subsidiary,” “affiliate,” and “joint venture” refer to any person in which there is majority (greater than 50 percent) or total ownership or control between the company and any other person.

  • CIMA means the Cayman Islands Monetary Authority;

  • CEC means the California Energy Commission or its successor agency.

  • ESMP means an environmental and social management plan (including any pest management plan), acceptable to the Association and consistent with the ESMF, adopted for the purposes of a Micro-project, and giving details of the magnitude of the environmental impacts, as well as the specific actions, measures and policies designed to facilitate the achievement of the objective of the ESMF under the Micro-project, including the budget and cost estimates, and sources of funding, along with the institutional and procedural measures needed to implement such actions, measures and policies, as such ESMP may be amended form time to time with the prior written agreement of the Association.

  • Holdco has the meaning set forth in the Preamble.

  • Fortress means Fortress Investment Group LLC.

  • CGMRC Citigroup Global Markets Realty Corp., a New York corporation, and its successors in interest.

  • CCI means Charter Communications, Inc., a Delaware corporation, and any successor Person thereto.

  • CDC means the United States Centers for Disease Control and Prevention.

  • NDRC means the National Development and Reform Commission of the PRC or its local counterparts;