ExchangeCo Sample Clauses
The 'ExchangeCo' clause establishes the involvement of a special-purpose entity, often called ExchangeCo, in a transaction to facilitate the exchange of shares or assets between parties. Typically, this clause outlines the role of ExchangeCo in holding, transferring, or issuing shares as part of a merger, acquisition, or corporate restructuring, ensuring that the transaction complies with legal, tax, or regulatory requirements. By using ExchangeCo, the parties can streamline complex exchanges, address cross-border or tax considerations, and ensure the smooth execution of the transaction.
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ExchangeCo. Exchangeco shall not have (i) petitioned any receiver of or any trustee for Exchangeco or all or a substantial part of its property, (ii) made a general assignment for the benefit of its creditors, (iii) been adjudicated insolvent or bankrupt, (iv) filed a petition in bankruptcy or commenced a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts, in each case, under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or consented to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it. No Proceedings for the appointment of a receiver of or trustee for Exchangeco or all or a substantial part of its property, or any involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to Exchangeco or its debts, shall have been commenced against Exchangeco under any bankruptcy, insolvency, reorganization or other similar Law, and no Orders for relief shall have been entered against Exchangeco under any bankruptcy, insolvency, reorganization or similar Laws. Exchangeco shall not have been liquidated, dissolved or wound up. Exchangeco shall meet the solvency tests under the CBCA prescribed in respect of the declaration or payment of dividends and the redemption of its shares.
ExchangeCo. Each of ExchangeCo and the Parent will use their commercially reasonable efforts to ensure that ExchangeCo is, at the Effective Time and for so long as there are any ExchangeCo Exchangeable Shares issued and outstanding (other than ExchangeCo Exchangeable Shares held by the Parent or any of its Affiliates), a “taxable Canadian corporation” and not a “mutual fund corporation”, as such terms are defined in the Tax Act.
ExchangeCo. The Parent and ExchangeCo shall take all actions necessary to (a) maintain in effect for all periods relevant hereto an election under § 301.7701-3 of the Treasury Regulations for ExchangeCo to be disregarded as an entity separate from the Parent for United States federal income tax purposes, and (b) cause ExchangeCo for each taxable period of its existence to be disregarded as an entity separate from Parent for United States federal income tax purposes. Prior to the Effective Time, the Parent shall deliver to the Company a copy of the applicable Form 8832 (Entity Classification Election) for ExchangeCo and proof of filing of such Form 8832 by ExchangeCo with the IRS.
ExchangeCo. (i) At the Effective Time, except as contemplated by the Arrangement, Vail or one or more wholly-owned Subsidiaries of Vail will own all of the outstanding capital shares of Exchangeco other than the Exchangeable Shares to be issued to Whistler Shareholders in the Arrangement or in connection with the Arrangement, and Exchangeco will be a “taxable Canadian corporation” within the meaning of the Tax Act.
(ii) The Exchangeable Shares to be issued in connection with the Arrangement will be duly and validly issued by Exchangeco and fully paid and nonassessable. The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares shall be substantially as set out in the Plan of Arrangement.
ExchangeCo. As of immediately following Closing, the authorized capital of ExchangeCo will consist of an unlimited number of common shares and an unlimited number of Exchangeable Shares. As of immediately following Closing, all issued and outstanding common shares will be held by Holdings, and all issued and outstanding Exchangeable Shares will be held by Canadian Management Sellers. Except for this Agreement or the transaction contemplated herein, there are no outstanding or authorized options, warrants convertible securities or other rights, agreements, arrangements or commitments of any character relating to any shares in the capital of ExchangeCo or obligating ExchangeCo to issue or sell any shares of, or any other interest in, ExchangeCo.
ExchangeCo. (a) On or prior to the Effective Date, FCE shall incorporate a new corporation under the ABCA ("ExchangeCo") and shall include the following provisions in its articles of incorporation:
(i) a class of exchangeable shares (the "Exchangeable Shares"), unlimited in number and having the terms and conditions set forth in Exhibit E; and
(ii) the other provisions set forth in Exhibit E.
(b) FCE shall cause ExchangeCo to complete the transactions contemplated herein.