Ultimate Holdings definition
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.
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.
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”).
Ultimate Holdings shall use its best efforts to effect and maintain the listing on a Permitted Exchange of its Common Stock.
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.
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.
In connection therewith, the Original Borrowers, Intermediate Holdings, Ultimate Holdings, the other Loan Parties thereto, the Administrative Agent, and the financial institutions party thereto as lenders, also entered into various other “Loan Documents,” as that term was defined in the Original Credit Agreement (the “Existing Loan Documents”), including, without limitation, the “Collateral Documents,” as that term was defined in the Original Credit Agreement (the “Existing Collateral Documents”).
Any representation or warranty made by Ultimate Holdings or any Loan Party in this Agreement or any other Loan Document is breached or is false or misleading in any material respect, or any schedule, certificate, financial statement, report, notice or other writing furnished by any Loan Party to Administrative Agent or any Lender in connection with this Agreement is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified.