Pubco and Subco Sample Clauses

Pubco and Subco. RI shall exchange securities as follows: Pubco shall issue the Pubco Exchange Shares to Subco-RI and Subco-RI shall issue the Subco-RI Exchange Shares to Pubco;
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Pubco and Subco. RI shall be satisfied in their sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of Buyco have not revealed any adverse material fact regarding Buyco or the assets thereof;
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Pubco and Subco. RI shall have complied in all material respects with their covenants herein;
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Pubco and Subco. RI shall execute and deliver, or cause to be executed and delivered, at the Closing of the transactions contemplated hereby such customary agreements, certificates, resolutions, opinions or other closing documents as may be required by the other Parties, all in form satisfactory to such other Parties, acting reasonably.
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Pubco and Subco. RI shall exchange securities as follows: Pubco shall issue the Pubco Distribution Shares to Subco-RI in consideration of the issuance by Subco-RI of the Subco-RI Distribution Shares to Pubco [ and the issuance by Subco-RI of Common Shares of Subco-RI to the Controlling Shareholder].The Subco-RI Distribution Shares shall then be distributed to the Pubco Shareholders holding Pubco Shares as of the Record Date on a pro rata basis, provided that the Pubco Controlling Shareholder will forego the number of Subco-RI Distribution Shares to which he would otherwise be entitled so as to effect a 1:1 distribution of the Pubco Exchange Shares amongst the remaining shareholders of Pubco;
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Related to Pubco and Subco

  • Employees and Subcontractors The Contractor shall ensure that PII is not disclosed to employees, subcontractors, or other persons or entities unless they have a legitimate educational interest and only for purposes necessary to provide services under the Contract. The Contractor agrees that it will not utilize any subcontractors or outside entities to provide services outside the Contract and shall not disclose any PII other than as required in this DPA. Contractor shall ensure that all employees and subcontractors comply with the terms of this DPA and are provided with any training on all applicable state and federal laws and regulations that protect the confidentiality of PII before being provided access to PII. If disclosure of PII is required by law or court order, the Contractor shall notify the BOCES and New York State Education Department no later than the time the PII disclosure is required unless such notice is expressly prohibited by law or the court order.

  • Agents and Subcontractors The MCP, in compliance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2) as applicable, shall ensure all its agents and subcontractors that create, receive, maintain, or transmit PHI from or on behalf of the MCP and/or ODM agree to have, in a written agreement, the same restrictions, conditions, and requirements that apply to the MCP with respect to the use or disclosure of PHI.

  • Description of Vendor Entity and Vendor's Goods & Services If awarded, this description of Vendor and Vendor's goods and services will appear on the TIPS website for customer/public viewing.

  • Vendor’s Resellers as Related to This Agreement

  • Assignment and Subcontractors Provider shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the prior written consent of the DISTRICT, which may be withheld by the DISTRICT in its sole and absolute discretion for any reason. Nothing contained herein shall prevent Provider from employing independent associates, subcontractors, and sub consultants as Provider may deem appropriate to assist in the performance of services herein, subject to the prior written approval of the DISTRICT. Any attempted assignment, sublease, or transfer in violation of this Agreement shall be null and void, and of no force and affect. Any attempted assignment, sublet, or transfer in violation of this Agreement shall be grounds for the DISTRICT, in its sole discretion, to terminate the Agreement.