Orion Parties definition

Orion Parties means, collectively, Orion Mine Finance (Master) Fund I LP, Orion Mine Finance (Master) Fund I-A LP, Orion Stream I, Orion Stream II, Orion Co-Investments IV LP, 8248567 Canada Limited and Lynx Metals Limited.
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Orion Parties means Orion and Merger Sub.
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Examples of Orion Parties in a sentence

  • Each of the Orion Parties represent and warrant to Target that all of the statements contained in this ARTICLE V are true as of the date of this Agreement (or, if made as of a specified date, as of such date) except in each case as (a) set forth in the Disclosure Schedule attached to this Agreement; or (b) otherwise provided in this Agreement.

  • The inclusion of any information in any section of the Disclosure Schedule by the Orion Parties shall not be deemed to be an admission or evidence of materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever.

  • Each of the Orion Parties is qualified or licensed to do business, and is in good standing, as a foreign corporation in each jurisdiction where the nature of their respective properties owned, leased or operated by them, and the business transacted by them, requires such qualification or licensing, except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, have an Orion Material Adverse Effect.

  • The execution, delivery and performance by the Orion Parties of this Agreement have been, or, in the case of the Certificate of Merger, prior to the Closing Date will be, duly and validly approved and authorized by the Boards of Directors of each Orion Party; and no other actions or proceedings on the part of either Orion Party are necessary to authorize this Agreement, the Certificate of Merger and the transactions contemplated hereby and thereby.

  • Except with respect to the ownership by Orion of all of the capital stock of Merger Sub pursuant to this Agreement, neither of the Orion Parties (a) have any wholly or partially owned subsidiaries; or (b) own any economic, voting or management interest in any other Person.

  • Each of the Orion Parties have full power and authority to enter into, as applicable, this Agreement and the Certificate of Merger, and each have full power and authority to consummate the transactions contemplated hereby and thereby.

  • True, correct and complete copies of the Certificate of Incorporation and Bylaws of each of the Orion Parties, each as amended or restated as of the date hereof, have been, or prior to the Closing Date shall have been, delivered to Target.

  • The Orion Parties are not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any court or other Governmental Authority; and, except as disclosed in SCHEDULE 5.16, the Orion Parties have not entered into any agreement to settle or compromise any proceeding against either which has involved any obligation for which either has any continuing obligation as of and subsequent to the date hereof.

  • There are no claims, actions, suits, proceedings or investigations pending or, to the Knowledge of Orion, threatened, by or against either Orion Party with respect to this Agreement or in connection with the transactions contemplated hereby, and neither of the Orion Parties have reason to believe there is a valid basis for any such claim, action, suit, proceeding or investigation.

  • All minutes of meetings (or written consents in lieu of meetings) of the Board of Directors (and all committees thereof) of each of the Orion Parties, and all minutes of meetings (or written consents in lieu of meetings) of the stockholders of each of the Orion Parties, in each case having occurred since January 1, 2000, have been, or prior to the Closing Date will have been, delivered to Target.

Related to Orion Parties

  • Transaction Parties As defined in Section 5.3(o).

  • Construction Parties means all of the Parties to a Construction Service Agreement.

  • Certification Parties As defined in Section 11.09.

  • Covered Parties has the meaning set forth in Section 6.7(a).

  • Attribution Parties means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.

  • Security Parties means each Borrower, each Guarantor, each Chargor, and any other person (other than a Manager or Charterer) who may at any time during the Facility Period be liable for, or provide security for, all or any part of the Indebtedness, and "Security Party" means any one of them.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Non-Party Affiliates means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of the Company, Electriq Power or any of the respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives or any family member of the foregoing.

  • Concert Parties means such persons as are deemed to be Acting in Concert with Mediahuis or INM (as the context so requires) pursuant to Rule 3.3 of Part A of the Takeover Rules, and such persons as are Acting in Concert with that party;

  • Company Parties means the collective reference to Holdings and its Restricted Subsidiaries, including the Borrower, and “Company Party” means any one of them.

  • Note Parties means, collectively, the Company and each Guarantor.

  • Local Parties shall be defined as the Board or the local OSSTF/FEESO bargaining unit party to a collective agreement.

  • Non-Party means any Person other than a Party to this Agreement.

  • Transaction Party means the Company and each Guarantor, collectively, “Transaction Parties”.

  • Parent Parties has the meaning set forth in ARTICLE V.

  • Party/Parties means Buyer and Seller individually/collectively.

  • Contracting Parties has the meaning set forth in Section 9.14.

  • Warrantors means the Founders, the Founder Holdcos and the Group Companies.

  • Relevant Parties means the Agent, each Borrower, each Security Party, the Security Trustee, each Lender and the Swap Bank;

  • Contributing Parties has the meaning assigned to such term in the preamble.

  • Company Entities means the Company and its Subsidiaries.

  • Certification Party As defined in Section 11.05.

  • Initial Guarantors shall have the meaning set forth in the preamble.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.

  • Mediation party means a person that participates in a mediation and whose agreement is necessary to resolve the dispute.