Newco. Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).
Newco. Parent will take all action necessary (a) to cause Newco to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than a de minimis amount of cash paid to Newco for the issuance of its stock to Parent).
Newco. Newco" shall mean each of Aprisma, Enterasys, GNTS, and ----- Riverstone.
Newco. As of the Closing Date, the correct and complete ----- authorized stock of NewCo will consist of ______ shares of common stock, $_________ par value per share, of which _______ shares will be issued and outstanding. As of the Closing Date, there will be no agreements of any type relating to issuance, delivery, sale, or transfer of any equity securities or other securities of NewCo other than this Agreement. On the Closing Date, TeleCorp will be the sole record and beneficial owner and holder of the Shares, free and clear of all encumbrances. None of the Shares will be subject to preemptive or similar rights, either pursuant to any organizational document, legal requirement or contract, and no person or entity has any preemptive rights or similar rights to purchase or receive any equity securities or other securities of NewCo. The books of account, minute books, stock record books and all other records of NewCo will be made available to SBA and will be true, correct and complete in all respects. Attached hereto as Schedule IV is a true, correct and complete schedule of all assets and liabilities of any nature that NewCo will have as of the Closing Date. NewCo has not filed and will not file prior to the Closing Date any tax returns. NewCo has never had any employees and has never established, sponsored, maintained, contributed or otherwise participated in or had any obligation to establish, sponsor, maintain, contribute to or otherwise participate in, any compensation, profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan or arrangement which is or was governed by or subject to the Employment Retirement Income Security Act of 1974, or any successor law, or any regulations or rules issued pursuant to that Act or any successor law.
Newco. The parties hereto shall take all actions necessary so that immediately after the Effective Time, the directors and officers of the Company immediately prior to the Effective Time shall be the directors and officers of NewCo immediately after the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of NewCo until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.
Newco. The term “Newco” means the entity formed to hold, directly or indirectly, all or substantially all of the Mat Jackup Rig Assets.
Newco. On the Closing Date, the Buyer shall transfer to Newco the Purchased Interests. Seller hereby consents to the transfer of the Purchased Interests to Newco. The parties acknowledge and agree that other than Newco's obligations pursuant to this Agreement, ownership and management of the Purchased Interests, ownership of any distributions received from the Company and obligations pursuant to the operating agreement with respect to the Company, Newco shall not incur any liabilities or obligations or conduct any business. Buyer hereby covenants and agrees that it will not take, and will cause Newco not to take, any action that would foreseeably cause Newco to be unable to satisfy its obligations hereunder or would foreseeably render such obligations unenforceable, including, without limitation, any action with respect to the sale or other disposition by Newco of any of its assets, the declaration of dividends by Newco, the repurchase, redemption or other acquisition by Newco of any of its stock, the incurrence of indebtedness by Newco, the creation of any liens or encumbrances by Newco on any of its assets, or the merger, consolidation, liquidation or dissolution of Newco.
Newco. In accordance with Section 251(g) of the DGCL, NewCo agrees to file (and the Company as the sole stockholder of NewCo hereby approves the filing of) an Amended and Restated Certificate of Incorporation of NewCo, containing provisions identical to those in the Certificate of Incorporation of the Company immediately prior to the Effective Time, with the Secretary of State of the State of Delaware prior to the Effective Time, to be effective as of the Effective Time. NewCo further agrees to adopt Amended and Restated Bylaws to be effective prior to and as of the Effective Time containing provisions identical to those in the Second Amended and Restated Bylaws of the Company in effect immediately prior to the Effective Time.
Newco. At the Effective Time, the by-laws of American shall be amended and restated in their entirety to read as set forth on Exhibit C hereto until duly amended as provided therein or by applicable Laws (the “Newco By-Laws”).
Newco. The Acquiror, as the sole stockholder of Newco, shall, upon surrender to the Surviving Corporation of certificates representing the common stock, $1.00 par value, of Newco, receive a certificate representing the number of shares of New Common Stock into which the capital stock of Newco shall have been converted pursuant to Section 3.1(b).
