VEBA Holdco definition
Examples of VEBA Holdco in a sentence
In addition, VEBA shall make any representations and warranties regarding the disposed VEBA Holdco as may be reasonably requested by the Drag-Along Buyer and will indemnify and hold harmless the Drag-Along Buyer from any loss or expense resulting from any liabilities of the disposed VEBA Holdco.
In the event that VEBA cannot sell a sufficient amount of Transferring VEBA Holdco Interests in the manner described in the foregoing sentences, the remaining amount of Membership Interests to be sold pursuant to Section 14.4 shall be delivered in the form of Membership Interests.
VEBA shall make any representations and warranties regarding VEBA Holdco as may be reasonably requested by Holder and shall indemnify and hold harmless the Holder from any loss or expense resulting from any liabilities of VEBA Holdco.
The Holder shall have the right, at any time, to purchase all of the then outstanding VEBA Interests for an amount equal to the Threshold Amount less the Aggregate Proceeds received by VEBA Holdco, or the VEBA, through the date on which the purchase price is paid to VEBA Holdco or the VEBA, as applicable (the “Repurchase Right”).
Neither the VEBA nor, as applicable, VEBA Holdco, shall directly or indirectly pledge, encumber or hypothecate the VEBA Interests without the prior consent of the Holder.
Payment of the purchase price shall be in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered by wire transfer to the account or accounts of VEBA Holdco, or the VEBA, as applicable, notified to Holder in writing.
Any transaction that is structured as an indirect sale of the VEBA Shares (other than a Sale of VEBA Holdco Interests), or of the VEBA Holdco Interests, such as the sale of a derivative instrument or other similar transaction, that results in payments to or receipt of value by the VEBA or VEBA Holdco, directly or indirectly, in respect of the VEBA Interests, shall be treated as the receipt of Aggregate Proceeds and subject to the Holder’s rights hereunder in every respect.
The Fiat Call Option shall expire upon the earlier of the exercise of the Repurchase Right and the surrender to the Holder of all remaining VEBA Interests held by VEBA Holdco or the VEBA, as applicable.
In the event of a sale, merger or other transaction in which VEBA Holdco receives, in exchange for the VEBA Shares, new shares or securities of Chrysler or any other company, this Contingent Value Right shall survive and be exercisable with respect to such shares or securities under the terms herein.
Subject to the execution of customary confidentiality agreements by the VEBA Appraiser and the Holder Appraiser, the VEBA, VEBA Holdco and Holder shall provide or cause to be provided to the VEBA Appraiser and the Holder Appraiser all relevant material and information reasonably necessary to value the Contingent Value Right or as is reasonably requested by the VEBA Appraiser or the Holder Appraiser.