Examples of Xxxxxxx Holdco in a sentence
US Ben Xxxxxxx Holdco does not (x) have any material liabilities other than intercompany Funded Debt permitted hereunder or (y) own any material assets or engage in any material activity or business other than its ownership of the Equity Interests of Oxford Industries (UK 1) and the intercompany Funded Debt permitted hereunder that is owed to it.
In the event Ben Xxxxxxx or any of its Foreign Subsidiaries pays any Dividend to US Ben Xxxxxxx Holdco, Parent shall cause US Ben Xxxxxxx Holdco to distribute immediately the amount of such Dividend to Parent.
The Xxxxxxx Parties agree that each Seller who has acquired or will acquire Xxxxxxx Holdco Shares pursuant to the Reorganization, will not be a non-resident of Canada for the purposes of Section 116 of the ITA, or in the case of a partnership will be a “Canadian partnership” as defined in the ITA.
Xxxxxxx Holdco has not been used for any other purpose, engaged in any other activities or employed any Persons; and (B) Xxxxxxx Subco has been to participate in the Reorganization.
Xxxxxxxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, Xxxxxxx 00000 Attention: Board of Directors If to Holdco: Xxxxxxx Holdco, LLC 00000 X.
Subject to the terms and conditions set forth in this Agreement (including Section 7.5), at Closing the Sellers will sell, assign and transfer to FirstService, and FirstService will purchase from the Sellers all of the issued and outstanding shares in the capital of Xxxxxxx Holdco (the “Purchased Shares”).
Jayset Capital owns, beneficially and of record and free and clear of any and all Encumbrances, as of the date hereof, a total of 1001 Xxxxxxx Holdco Common Shares and there are no Xxxxxxx Holdco Preferred Shares issued and outstanding as of the date hereof.
If the Purchase Price is adjusted pursuant to any of the provisions of this Agreement, the amount of such adjustment shall, if such amount cannot be reasonably allocated to certain Purchased Shares, be allocated on a pro rata basis amongst the common shares of Xxxxxxx Holdco unless otherwise agreed by the Xxxxxxx Parties and FirstService.
H&W has acquired certain of the membership units of the Companies pursuant to (i) that certain Unit Purchase and Contribution Agreement (the “STG Purchase Agreement”), dated as of the date hereof, by and among H&W, Xxxxxxxxxx Ventures Investments II, LLC, St. Xxxxxxx Holdco, LLC, Xxxxxxx X.
Xxxxxxx Holdco, acting based on the unanimous approval of its board of directors, has executed this Agreement as of the date first above written.