Neither SEACOR nor Spinco shall, nor shall SEACOR or Spinco permit any SEACOR Entity or any Spinco Entity, respectively, to take or fail to take, as applicable, any action that constitutes a Disqualifying Action described in the definitions of SEACOR Disqualifying Action and Spinco Disqualifying Action, respectively.
Sponsor Entities means AP Talos Energy LLC, AP Talos Energy Debtco LLC, Apollo Management VII, L.P., AIF VII Management, LLC and its affiliates, Apollo Commodities Management, L.P. with respect to Series I, Apollo Commodities Management GP, LLC and its affiliates, Apollo Global Securities, LLC and its affiliates, Riverstone Talos Energy Equityco LLC, Riverstone Talos Energy Debtco LLC, REP Management Company V, LLC, Riverstone Equity Partners LP and Riverstone Holdings LLC and its affiliates.
Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
Parent Group has the meaning set forth in Section 8.03(c).
Newco has the meaning set forth in the first paragraph of this Agreement.
Person or Entity means an individual, natural person, corporation, government or political subdivision or agency of a government, and where two or more persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, such partnership, limited partnership, syndicate or group shall be deemed to be a Person or Entity.
Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).
SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”
MergerSub has the meaning set forth in the Preamble.
Parent Subsidiary means any Subsidiary of Parent.
Merger Sub has the meaning set forth in the Preamble.
Predecessor Entity means a legal entity the existence of which ceased upon its acquisition by the Corporation in a merger or otherwise; and
Parent Subsidiaries means the Subsidiaries of Parent.
Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.
Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.
New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.
Public Company means any Person with a class or series of Voting Stock that is traded on a stock exchange or in the over-the-counter market.
MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.
Successor Entity means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been entered into.
subsidiary entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;
Acquisition Sub shall have the meaning set forth in the Preamble.
SpinCo shall have the meaning set forth in the Preamble.
Reorganized Company means the domestic stock company into which a mutual company has been converted, converted and merged, or converted and consolidated.
Company Subsidiaries means the Subsidiaries of the Company.
Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.
Common parent, as used in this provision, means that corporate entity that owns or controls an affiliated group
Non-U.S. Entity means an Entity that is not a U.S. Person.