Toro Sub definition

Toro Sub means Red Iron Holding Corporation, a Delaware corporation.
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Toro Sub is defined in the preamble.
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Examples of Toro Sub in a sentence

  • If Toro Sub exercises the Termination Event Option pursuant to a termination of the Company under Section 10.01(a), the purchase price shall be the greater of (A) the purchase price calculated under Section 9.03(a)(i) above, and (B) the fair market value of the Shares owned by TCFIF Sub as of the Closing Date, as determined by an independent third party expert mutually agreeable to Toro Sub and TCFIF Sub.

  • The execution and delivery of this Agreement by Toro Sub, the performance by Toro Sub of its obligations hereunder, and the consummation by Toro Sub of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action on behalf of Toro Sub.

  • Contemporaneously with the closing on the Closing Date, Toro Sub shall cause the Company to repay to TCFIF all indebtedness under the Credit Agreement.

  • This Agreement has been duly executed and delivered by Toro Sub, and (assuming due execution and delivery by TCFIF Sub), this Agreement constitutes a legal, valid and binding obligation of Toro Sub enforceable against Toro Sub in accordance with its terms.

  • Notwithstanding the foregoing, each of Toro Sub and TCFIF Sub shall be required to contribute as additional capital to the Company (each, an “Additional Capital Contribution” and, together with the Initial Capital Contributions and the Purchase Capital Contributions, the “Capital Contributions”) cash in an amount sufficient to increase and/or maintain such Member’s Capital Account to an amount equal to the sum of XXXXXXXXXX.

  • That certain Performance Assurance Agreement made by TCF National Bank for the benefit of Toro and Toro Sub dated as of the date hereof.

  • Upon dissolution and completion of the winding-up of the Company, Toro Sub shall succeed to the name “Red Iron Acceptance, LLC” and neither TCFIF nor TCFIF Sub shall have any rights thereto.

  • The Company shall provide a draft copy of all income tax and information returns to Toro Sub for its review and comment at least ten (10) business days prior to the due date for filing such returns.

  • On the Formation Date, forty-five (45) Shares shall be issued to Toro Sub and fifty-five (55) Shares shall be issued to TCFIF Sub.

  • This Agreement has been duly executed and delivered by TCFIF Sub, and (assuming due execution and delivery by Toro Sub) this Agreement constitutes a legal, valid and binding obligation of TCFIF Sub enforceable against TCFIF Sub in accordance with its terms.

Related to Toro Sub

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • MergerSub has the meaning set forth in the Preamble.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Merger Sub has the meaning set forth in the Preamble.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Merger Sub II has the meaning set forth in the Preamble.

  • BTCo means Bankers Trust Company, in its individual capacity, and any successor corporation thereto by merger, consolidation or otherwise.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Natural parent means a minor's biological or adoptive parent, and includes the minor's noncustodial parent.

  • Delaware LLC means any limited liability company organized or formed under the laws of the State of Delaware.

  • Delaware Bank has the meaning specified in the preamble to this Trust Agreement.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • Blocker has the meaning set forth in the preamble.

  • CST means Central Sales Tax

  • Seller Parent has the meaning set forth in the Preamble.

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Delaware LLC Act means the Delaware Limited Liability Company Act, as amended from time to time.

  • CSDCC means the China Securities Depository and Clearing Co., Ltd. “CSRC” means the China Securities Regulatory Commission.

  • Company Organizational Documents means the Certificate of Incorporation and Bylaws of the Company and any other organizational documents of the Company and any of its Subsidiaries, each as amended.

  • Merger Subs has the meaning set forth in the Preamble.

  • Constituent Company means an existing company that is participating in a merger or consolidation with one or more other existing companies;

  • Operating Partnership has the meaning set forth in the preamble.

  • Subsidiary of the Company means any foreign or U.S. domestic corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.