SPV Holdco definition
Examples of SPV Holdco in a sentence
Mr. Shi, Vogel, Union Sky, Baring SPV, HONY SPV, Holdco, Parent and Merger Sub entered into an Interim Investors Agreement dated as of March 17, 2014 (the “Prior Agreement”).
Each of Mr. Shi, Vogel, Union Sky, Baring SPV, HONY SPV, Holdco, Parent and Merger Sub agrees and confirms that the Prior Agreement is hereby unconditionally and irrevocably terminated and is of no further force or effect.
Each of Pubco, SPAC, SPV Holdco and the Exchange Agent, as applicable, shall be entitled to deduct and withhold from any amount paid or payable pursuant to this Agreement to any Person, such amounts as it is required to deduct and withhold with respect to the making of such payment under applicable Law.
Such contribution shall be reflected on Transferee’s books and records as a capital contribution by SPV Holdco, in accordance with the terms of the limited liability company agreement of Transferee and on SPV Holdco’s books and records as a capital contribution by the applicable Originator to SPV Holdco, in accordance with the terms of the limited liability company agreement of SPV Holdco.
The number of MIP SPV Holdco Ordinary Shares shall not exceed 14% of the aggregate number of SPV Holdco Ordinary Shares outstanding as of the date of grant of such MIP SPV Holdco Shares, and shall be sufficient to satisfy any and all obligations of the Target Companies under the MIP Equity Arrangements.
Borrower and each of its subsidiaries has good and marketable title to the assets purported to be owned by it, including, without limitation, the Collateral and the member’s interests owned by Remark SPV Holdco LLC (“Holdco SPV”) or any other Loan Party in Xxxxxx.xxx, LLC, a Nevada limited liability company (the “Xxxxxx.xxx Interests”), other than Permitted Liens.
Each of Pubco, SPAC, SPV Holdco and the Exchange Agent, as applicable, shall use commercially reasonable efforts to notify any Person to whom amounts would otherwise be payable of any amounts that it intends to deduct and withhold prior to the payment with respect to which such amounts will be withheld (which notice shall set forth a description of the factual and legal basis for such withholding).
Offshore ESOP SPV Holdco will directly legally and beneficially own 100% of the Equity Interests in each of Offshore ESOP SPVs. 1 This percentage is based on the number of shares of the Target that are in existence as at 30 June 2015, and may be adjusted by up to 0.75% to reflect the final number of shares of the Target in issue on the Closing Date.
All securities issued upon the surrender of SPAC Securities, SPV Holdco Ordinary Shares or Target Options in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities, as applicable; provided that any restrictions on the sale and transfer of SPAC Securities shall also apply to the Pubco Securities so issued in exchange.
At the SPV Merger Effective Time, the register of members of SPV Holdco shall be closed and thereafter there shall be no further registration of transfers on the register of members of the SPV Surviving Company of the SPV Holdco Ordinary Shares that were issued and outstanding immediately prior to the SPV Merger Effective Time.