TSA Companies definition
Examples of TSA Companies in a sentence
Each of the TSA Companies is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite corporate power and authority necessary to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary.
Each of the TSA Companies has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Arrangement (subject to Court approval of the Plan of Arrangement and approval by the MDL Securityholders) and the other transactions contemplated by this Agreement and such Ancillary Agreements.
The TSA Companies hereby undertake that the provisions attaching to such non-voting preferred shares will be appended as Appendix C to the Plan of Arrangement as soon as reasonably practicable but in no event later than fifteen (15) Business Days after execution of this Agreement.
The execution and delivery by each of the TSA Companies of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the TSA Companies of the Arrangement (subject to its approval by the MDL Securityholders and Court approval of the Plan of Arrangement) and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each of the TSA Companies.
The TSA Companies expressly agree and acknowledge that the representations, warranties and covenants of the TSA Companies herein are for the benefit of and shall inure to the benefit of the MDL Securityholders in addition to MDL.
During the term of this Agreement, each of the TSA Companies will use its commercially reasonable efforts to obtain such written consents and take such other actions as may be necessary or appropriate in addition to those set forth in Section 6.2 (including without limitation, those consents and action required of TSA set forth in Article VIII (Conditions Precedent to Obligations of MDL)) to allow the consummation of the transactions contemplated hereby.
For the avoidance of doubt, subject to Section 2.7, the total of (i) the TSA Class A Common Shares (including the TSA Class A Common Shares underlying the Replacement TSA Options) and (ii) the Exchangeable Shares to be issued or transferred by the TSA Companies hereunder shall equal 3,357,500, less the number of such shares to which MDL Securityholders exercising rights of dissent would otherwise be entitled.
None of the TSA Companies is in violation of any of the provisions of its articles of incorporation or bylaws or memorandum and articles of association, as applicable.