Examples of Xxxxxxxx Parent in a sentence
Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Xxxxxxxx Parent LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Xxxxxxxx Merger Sub LLC.
For purposes of this Agreement, “Board” shall mean (x) prior to an Initial Public Offering (as defined in the Second Amended and Restated Limited Partnership Agreement of Xxxxxxxx Parent, L.P. (the “LPA”), the Board of Directors of BrightView GP I LLC and (y) following an Initial Public Offering, the Board of Directors of Parent.
This Agreement may not be terminated, modified or amended except by an agreement in writing signed by Xxxxxxxx, Parent, and Spinco.
On the Closing Date, Xxxxxxxx, Parent and the Genex Stockholder shall execute the Geng Escrow Agreement in the form attached hereto as Exhibit 2.1.9 (the "GENG ESCROW AGREEMENT") and Xxxxxxxx shall deposit with the Escrow Agent, for the benefit and on behalf of the Genex Stockholder that number of Xxxxxxxx Shares having a value of $3,000,000 (as determined based on the Stock Price and adjusted in accordance with Section 2.1.7(b)) on the Closing Date (the "GENG ESCROW AMOUNT").
Reference is hereby made to that certain First Lien Credit Agreement dated as of May 14, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among, inter alios, Holdings, Xxxxxxxx Parent, Inc., a Delaware corporation, which will be merged with and into Xxxxxxxx Corporation, a Delaware corporation, and the other Borrowers party thereto, the Lenders and the Administrative Agent.
Xxxxxxxx, Parent and Merger Sub shall have delivered to Genex Closing Deliverables of Xxxxxxxx, Parent and Merger Sub set forth in Section 2.3.1.
Reference is hereby made to that certain Second Lien Credit Agreement dated as of May 14, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among, inter alios, Holdings, Xxxxxxxx Parent, Inc., a Delaware corporation, which will be merged with and into Xxxxxxxx Corporation, a Delaware corporation, and the other Borrowers party thereto, the Lenders and the Administrative Agent.
The Parties further agree that Xxxxxxxx, Parent and/or the Surviving Corporation shall use commercially reasonable efforts to promote the sale of all products using the Intraoral Technologies.
Each of Xxxxxxxx, Parent and Merger Sub shall have performed in all material respects all of their agreements and covenants set forth herein that are required to be performed at or prior to the Closing.
The representations and warranties of each of Xxxxxxxx, Parent and Merger Sub set forth in this Agreement shall have been true and correct as of the date when made and as of the Closing as though made on and as of such date.