Ultimate Holdings definition

Ultimate Holdings has the meaning set forth in the Recitals.
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Ultimate Holdings as defined in the preamble to this Agreement.
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Examples of Ultimate Holdings in a sentence

  • On December 11, 2020, we sold our 11.51% Class A voting interest in Edmentum Ultimate Holdings, LLC (“Edmentum Holdings”) for $4.9 million in net proceeds.

  • For the avoidance of doubt, Ultimate Holdings shall not be responsible for any such transfer, stamp and similar Taxes that may be payable with respect to the issuance and delivery of the Conversion Payment Shares to any Person that is not the Converting Lender, including any nominee, assignee or transferee of the Converting Lender, if such Taxes would not have been imposed or be payable had the Conversion Payment Shares been issued in the name of the Converting Lender.

  • Ultimate Holdings shall pay any and all transfer, stamp and similar Taxes imposed by, or levied by or on behalf of, any governmental authority or agency having the power to tax that may be payable with respect to the issuance and delivery of the Conversion Payment Shares to any Converting Lender in connection with any Conversion.

  • Ultimate Holdings shall use commercially reasonable efforts to promptly provide any information to any Lender, or any Calculation Agent for purposes of Section 18.9, that such Lender or Calculation Agent determines in good faith to be reasonably necessary to make any calculations under this Article XVIII.

  • Ultimate Holdings shall use its best efforts to effect and maintain the listing on a Permitted Exchange of its Common Stock.

  • The undersigned Purchaser hereby subscribes for, and agrees to purchase, ___________ shares of Common Stock, par value $.0001 (“Shares”), of Ultimate Holdings Corporaiton, a Nevada corporation (the “Company”) at a purchase price of $2.00 per share (the “Purchase Price”).

  • The Conversion Payment Shares will be issued in book-entry form and issued and delivered to the transfer agent for Ultimate Holdings and identified by restricted legends identifying the Conversion Payment Shares as restricted securities.

  • ADS’s products are used across a broad range of end markets and applications, including non-residential, infrastructure and agriculture applications.The Company is managed and reports results of operations in three reportable segments: Pipe, Infiltrator Water Technologies Ultimate Holdings, Inc ("Infiltrator") and International.

  • Each of this Agreement and each other Loan Document to which Ultimate Holdings or any Loan Party or Subsidiary thereof is a party is the legal, valid, and binding obligation of that Person, enforceable against that Person in accordance with its terms, subject to bankruptcy, insolvency, and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

  • He followed guidance from the Royal Institution of Chartered Surveyors (RICS) when he did the valuations.


More Definitions of Ultimate Holdings

Ultimate Holdings means DynaVox Inc., a Delaware corporation.
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Ultimate Holdings means Xxxxxxx One Limited, a company incorporated in Ireland.
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Ultimate Holdings means IHF Capital, Inc., a Delaware corporation.
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Ultimate Holdings means Ultimate Resort Holdings, LLC, a Delaware limited liability company. Ultimate Owners— means individually and collectively, each of the Persons listed on Schedule 16 attached hereto owning, directly or indirectly, as of the date hereof, the percentage of the voting power of the classes of Voting Equity of Ultimate Holdings as set forth next to such Person’s name on such Schedule. Ultimate Resort—means Ultimate Resort, LLC, a Florida limited liability company.
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Related to Ultimate Holdings

  • Intermediate Holdings shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

  • Intermediate Holding Company means any Subsidiary of Holdings (of which Holdings, directly or indirectly, owns 100% of the issued and outstanding Equity Interests) that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Lead Borrower.

  • Intermediate Holdco means Sunnova Intermediate Holdings, LLC, a Delaware limited liability company.

  • Holdings has the meaning specified in the introductory paragraph to this Agreement.

  • Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

  • Initial Borrower has the meaning specified in the preamble hereto.

  • Direct holdings means all publicly traded securities of a company that are held directly by the state treasurer or a retirement system in an actively managed account or fund in which the retirement system owns all shares or interests.

  • Ultimate Parent Entity means a Constituent Entity of an MNE Group that meets the following criteria:

  • financial holding company means a financial holding company as defined in point (20) of Article 4(1) of Regulation (EU) No 575/2013;

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • State hospital means the Arizona state hospital.

  • CFC Holding Company means a Subsidiary, substantially all of the assets of which consist of Equity Interests or Indebtedness of (a) one or more CFCs or (b) one or more CFC Holding Companies.

  • New Holdings shall have the meaning provided in the definition of the term “Holdings”.

  • Parent Guarantor has the meaning specified in the recital of parties to this Agreement.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • Parent Borrower as defined in the preamble hereto.

  • Foreign Holding Company means any Domestic Subsidiary substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries or other Foreign Holding Companies.

  • The Borrower has advised the Banks that the Borrower has entered into an Agreement and Plan of Merger and Reorganization, dated as of February 10, 2000 (the "Merger Agreement"), among the Borrower, Opticare Health Systems, Inc. (the "Parent"), and OC Acquisition Corp., a wholly-owned subsidiary of the Parent ("Merger Sub"), pursuant to which the parties intend to merge Merger Sub with and into the Borrower subject to the terms and conditions thereof which include, among other things, restructuring the Obligations owing to the Banks on terms and conditions mutually agreed upon by the Borrower and the Banks. While the Borrower and the Banks have initiated discussions and due diligence concerning the Merger and any proposed restructuring of the Obligations, the Borrower acknowledges that the Banks have not consented to the Merger nor have the Banks agreed to any terms and conditions relating to any restructuring of the Obligations. In the meantime, however, the Borrower intends to continue to sell the remaining physician practice management groups operated by the Borrower and its Subsidiaries (collectively being referred to herein as the "PPM Businesses") and use a portion of the proceeds from the sale of the PPM Businesses to meet its reasonable and necessary operating expenses. To afford the Borrower an opportunity to proceed with the transactions described above, the Borrower has requested that (i) the Banks extend the temporary waiver period provided for in Sections 2.1 and 2.2 of that certain Seventh Amendment and Waiver to Credit Agreement dated as of December 10, 1999, among the Borrower, the Banks, and the Agent (the "Seventh Amendment") (as further amended, in part, by a December 30, 1999, letter agreement, a February 29, 2000, letter agreement, a March 24, 2000, letter agreement, and an April 14, 2000, letter agreement, and a May 5, 2000, letter agreement, in each case between the Borrower, the Banks and the Agent) and, in addition, that the Banks temporarily waive any non-compliance by the Borrower as of December 31, 1999, and as of March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements, in each case to the earlier of June 2, 2000, or the termination of the Merger Agreement pursuant to its terms (the earlier of such dates being referred to herein as the "Waiver Termination Date"), (ii) Bank of Montreal extend the Bridge Loan Period from May 19, 2000, to the Waiver Termination Date, and (iii) postpone the due date for the payment of principal, interest and unused commitment fees otherwise due on or before May 19, 2000, to the Waiver Termination Date. By signing below, the Banks (including Bank of Montreal with respect to the Bridge Loan Commitment) hereby agree to extend the waiver period provided in Sections 2.1 and 2.2 of the Seventh Amendment from May 19, 2000, to the Waiver Termination Date, temporarily waive any non-compliance by the Borrower as of December 31, 1999, and March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements through the period ending on the Waiver Termination Date, agree to extend the Bridge Loan Period to the Waiver Termination Date, and agree to postpone the due date for the payment of principal, interest, and unused commitment fees otherwise due on or before May 19, 2000, to the Waiver Termination Date, provided that:

  • Parent Holding Company means any direct or indirect parent entity of Holdings which holds directly or indirectly 100% of the Equity Interest of Holdings and which does not hold Capital Stock in any other Person (except for any other Parent Holding Company).

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.

  • Ultimate Parent Company means a company which owns at least twenty six percent (26%) equity in the Bidding Company or Member of a Consortium, (as the case may be) and in the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) and such Bidding Company or Member of a Consortium, (as the case may be) and the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) shall be under the direct control or indirectly under the common control of such company;

  • Bank Holding Company means a company registered as such with the Federal Reserve pursuant to 12 U.S.C. §1842 and the regulations of the Federal Reserve promulgated thereunder.

  • New Holding Company means a corporation that is not a bank, association, or national banking association and as to which all of the following apply:

  • Qualified Holdings means, as to any Recipient, all Shares owned beneficially or of record by: (i) such Recipient, or (ii) such Recipient's Customers, but in no event shall any such Shares be deemed owned by more than one Recipient for purposes of this Plan. In the event that more than one person or entity would otherwise qualify as Recipients as to the same Shares, the Recipient which is the dealer of record on the Fund's books as determined by the Distributor shall be deemed the Recipient as to such Shares for purposes of this Plan.

  • PL means the Football Association Premier League.