Examples of S1 Holdco in a sentence
Each Sponsor Person and each of S1 Holdco and Protected agrees that it will not oppose the granting of specific performance or any other equitable relief on the basis that the other parties hereto have an adequate remedy at law or that an award of specific performance or such other equitable remedy is not an appropriate remedy for any reason at law or equity.
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Each Sponsor Person shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal, other than with S1 Holdco, Protected, any of their respective equityholders or any Affiliates or Representatives of any of the foregoing.
Xxxxxx E-mail: xxxxxxx.xxxxxx@xxxx.xxx xxxxxx.xxxxxx@xxxx.xxx S1 Holdco, LLC 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxx E-mail: xxxxxxxx@xxxxxx0.xxx and (1) if prior to Closing to: Willkie, Xxxx & Xxxxxxxxx LLP 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx X’Xxxx Xxxxxx X.
Each Sponsor Person and each of S1 Holdco and Protected acknowledges and agrees that any party seeking an injunction or other equitable remedy to prevent breaches of this Sponsor Agreement or to enforce specifically the terms and provisions of this Sponsor Agreement in accordance with this Paragraph 22 shall not be required to provide any bond or other security in connection with any such remedy.
All financial projections with respect to any member of S1 Holdco or any System1 Subsidiary that were delivered by or on behalf of such parties or their respective Representatives were prepared in good faith using assumptions that S1 Holdco or any such System1 Subsidiary believes to be reasonable.
The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of managers of S1 Holdco, and no other organizational or equivalent proceeding on the part of S1 Holdco is necessary to authorize, approve or adopt this Agreement or such Transaction Agreements or to consummate the transactions contemplated hereby or thereby.
The outstanding S1 Holdco Units have been duly authorized and validly issued and are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights.
There are no unsatisfied judgments or any open injunctions binding upon S1 Holdco or any System1 Subsidiary which would, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole.
The combined Companies’ business continues to operate through the subsidiaries of S1 Holdco and Protected.