Examples of Sabine Holdings in a sentence
The Sabine Entities have duly performed in all material respects all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Sabine Holdings, there are no material breaches, violations, collateral deficiencies, requests for collateral or demands for payment (except for ordinary course margin deposit requests), or defaults or allegations or assertions of such by any party thereunder.
No Affiliate of Sabine Holdings (other than any of the Sabine Entities) owns or holds any assets or rights constituting or relating to the Sabine Business.
Whenever this Agreement requires a Subsidiary of Forest or New Sabine Holdings to take any action, such requirement shall be deemed to include an undertaking on the part of Forest or New Sabine Holdings, as appropriate, to cause such Subsidiary to take such action.
To the Knowledge of New Sabine Holdings, no officer or director of any Sabine Entity is a defendant in any Proceeding in connection with his or her status as an officer or director of any Sabine Entity.
As a result of the Sabine Mergers, the separate existence of Sabine Holdings, SOGH II and Sabine O&G shall cease and Forest shall continue as the surviving corporation after the Sabine Mergers (“Sabine-Forest Surviving Corporation”).
Prior to the Closing, New Forest, as the sole stockholder of Merger Sub, and Merger Sub, shall take all action necessary to elect as directors and officers of Merger Sub effective as of the Effective Time, such persons specified in writing by New Sabine Holdings.
In furtherance and not in limitation of the foregoing, New Sabine Holdings and Forest agree not to extend any waiting period under HSR Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party not to be unreasonably withheld or delayed.
It is understood and agreed that New Sabine Holdings may make or cause to be made the CTB Election prior to the Closing with an effective date no later than the Sabine Reorganization Date.
Forest shall have received a certificate signed by a senior executive of New Sabine Holdings dated the Closing Date confirming that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied.
At the Effective Time, by virtue of the Forest Merger, the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of incorporation and bylaws of Forest Surviving Corporation as of and after the Effective Time (until thereafter amended as provided therein or by applicable Law), except for such changes approved by Forest and New Sabine Holdings (such approval not to be unreasonably withheld, conditioned or delayed).