Examples of SPV Holdco in a sentence
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.
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”).
At the SPV Merger Effective Time, the SPV Holdco Merger shall have the effects set forth in this Agreement and the applicable provisions of the Cayman Act.
Pubco shall not own any shares in SPV Holdco prior to the SPV Holdco Merger.
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.
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.
Except as may arise under the Transaction Documents and for Merger Costs or as expressly contemplated by the Structure Memorandum, before the Closing Date none of the Borrower, the Borrower Shareholder, the Holdco Pledgors, the Onshore ESOP SPV, the Offshore Rollover SPV, Holdco, the Parent or the Company has traded or incurred any liabilities or commitments (actual or contingent, present or future) other than as permitted by Clause 23.9 (Holding Companies).
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).
At or prior to the Closing, SPV Holdco shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the SPV Holdco Option pursuant to this Section 3.3(c) and take all actions necessary to ensure that, from and after the Closing, SPV Holdco will not be required to deliver shares or other equity interests of SPV Holdco to any Person pursuant to or in settlement of SPV Holdco Options.
Except for the equity interests of the Target Companies listed on Section 5.4 of the Company Disclosure Schedules, the Company does not (and, following the Reorganization, SPV Holdco will not) own or have any rights to acquire, directly or indirectly, any equity interests of, or otherwise Control, any Person.