Formation of HoldCo Sample Clauses

Formation of HoldCo. Effective upon the Reorganization and consummation of the mandatory sale of all “Interests” (as defined in the LLC Agreement) pursuant to Section 6.02(b) of the LLC Agreement (as the provisions of such Section 6.02(b) may be waived or modified) or otherwise (the “HoldCo Formation”), and provided that as of the effective time of the HoldCo Formation the Executive continues to be employed by the Firm, the Executive shall receive, in exchange for the Executive’s Class A Interests (as defined in the LLC Agreement) outstanding immediately prior to the HoldCo Formation, the percentage of membership interests in HoldCo set forth on Schedule I attached hereto (such percentage to be increased pro rata to reflect the redemption of Class B-1 Interests pursuant to the Reorganization) that have substantially the same rights, obligations and terms (including with respect to vesting) with respect to HoldCo pursuant to the HoldCo limited liability company operating agreement (the “HoldCo LLC Agreement”) and applicable law as those of the exchanged Class A Interests, except as provided herein, including in Sections 2(a) and 2(d), or except to the extent that any other changes, taken as a whole with any benefits provided, are not materially adverse to the Executive (such membership interests, the “HoldCo Interests”). The Holdco LLC Agreement will include those terms set forth on Schedule II attached hereto, subject to the limitations set forth therein.
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Formation of HoldCo. Subject to the terms and conditions of this ------------------- Agreement and in reliance upon the representations and warranties and covenants contained herein, at the Closing, (i) BAM, the Transferring Partnerships, and Bidder Member shall form HoldCo by filing an appropriate certificate of formation with the Secretary of State of the State of Delaware, and (ii) BAM and Bidder Member shall execute and deliver the HoldCo Operating Agreement in the form attached hereto as 1 EXHIBIT 3.5 (the "HoldCo Operating Agreement"). BAM -------------------------- and the Transferring Partnerships shall contribute to HoldCo the BAM HoldCo Sub Interest, free and clear of all Encumbrances, in exchange for the issuance by HoldCo to BAM of a 37.7 Percentage Interest in HoldCo (the "BAM HoldCo ---------- Interest"), which BAM HoldCo Interest shall be apportioned between BAM and the Transferring Partnerships and among the Transferring Partnerships as set forth on EXHIBIT A-1. Bidder Member shall contribute to HoldCo (a) the Bidder HoldCo Sub Interest, free and clear of all Encumbrances, and (b) 15,597,783 shares of validly issued, fully-paid and non-assessable shares of Common Stock of Bidder, subject to appropriate adjustment for stock splits, dividends, reclassifications and similar changes in the capital stock of Bidder occurring after the date of this Agreement but prior to Closing (the "Bidder Contributed Shares"), free and ------------------------- clear of all Encumbrances, in exchange for the issuance by HoldCo to Bidder Member of a 62.3 Percentage Interest in HoldCo (the "Bidder HoldCo Interest"). ---------------------- The aforesaid number of Bidder Contributed Shares is equal to the quotient of (i) $197,000,000 divided by (ii) $12.63 per share. The provisions of this Section 3.5 are subject to the provisions of Section 3.8. Bidder shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates evidencing the Bidder Contributed Shares. Bidder shall at its expense promptly file all necessary listing applications and other filings necessary to cause the Bidder Contributed Shares to be listed on The NASDAQ Stock Market. Bidder shall at its expense make all required state "Blue Sky" filings in connection with the issuance of the Bidder Contributed Shares and the contribution thereof to HoldCo in connection with the provisions of this Agreement. Each certificate for the Bidder Contributed Shares or ...
Sample 1
Formation of HoldCo. As promptly as reasonably practicable after the date hereof, and in any event within five Business Days after the date hereof, the Shareholders shall form and organize Holdco as a California corporation, and from and after its formation and at the Effective Time, the Shareholders shall be the only equityholders of Holdco. Promptly after forming Holdco, (a) the Shareholders, as the only equityholders of Holdco, shall approve this Agreement and (b) the Shareholders shall cause Holdco to accede to this Agreement by executing a signature page to this Agreement or a separate joinder instrument acceptable to all parties, after which time Holdco shall be a party hereto for all purposes set forth herein. Notwithstanding any provision herein to the contrary, the obligations of Xxxxxx to perform its respective covenants hereunder, and the first date on which the accuracy of the representations and warranties regarding Holdco hereunder shall speak, shall commence only at the time of its formation. From and after the date of its formation and prior to the Effective Time, Holdco shall not engage in any activities other than in connection with or as contemplated by this Agreement or have any assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the transactions contemplated by this Agreement.
Sample 1
Formation of HoldCo. (a) Prior to the Closing, Time Warner shall form a Delaware limited liability company (“HoldCo”) pursuant to and in accordance with the Delaware Limited Liability Company Act. In connection therewith, HoldCo shall issue to Time Warner 100% of the limited liability company interests (“Membership Interests”) in HoldCo.
Sample 1
Formation of HoldCo. Prior to the date of this Agreement, Parent has caused HoldCo to be organized under the laws of the State of Delaware. Parent has taken, and has caused HoldCo to take, all requisite action to cause the certificate of incorporation of HoldCo to be in the form of Exhibit A (the “Initial HoldCo Charter”) and the bylaws of HoldCo to be in the form of Exhibit B (the “Initial HoldCo Bylaws”).
Sample 1
Formation of HoldCo. I 2 SECTION 1.03 Role and Composition of the Holdco I Board 2 SECTION 1.04 Removal and Vacancies 2 SECTION 1.05 Enabling Provisions 3 SECTION 1.06 Holdco I Chairman 4 SECTION 1.07 Meetings of the Holdco I Board 4 SECTION 1.08 Quorum 4 SECTION 1.09 Holdco I Board Voting Requirements 4 SECTION 1.10 Board Supermajority Matters 5 SECTION 1.11 Shareholder Required Vote 6 SECTION 1.12 Shareholder Supermajority Matters 6 SECTION 1.13 Required Actions 7 SECTION 1.14 Management of Holdco I 7 ARTICLE II ACCOUNTING, BOOKS AND RECORDS SECTION 2.01 Fiscal Year 7 SECTION 2.02 Accountants 8 SECTION 2.03 Books and Records 8 SECTION 2.04 Access to Information, Audit and Inspection 8 SECTION 2.05 Annual Budget and Business Plan 9 ARTICLE III TRANSFERS AND CONVERSION OF STOCK SECTION 3.01 Restrictions on Certain Transfers 10 SECTION 3.02 Ownership Control Events 12 ARTICLE IV
Sample 1
Formation of HoldCo. Issuances of Membership Interests in HoldCo. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties and covenants contained herein, at the Initial Closing, (i) Xxxxxxxx, the Initial Transferring Entities and Bidder Member shall form HoldCo by filing an appropriate certificate of formation with the Secretary of State of the State of Delaware, and (ii) certain Xxxxxxxx Affiliates and Bidder Member shall execute and deliver the HoldCo Operating Agreement in the form attached hereto as Exhibit 2.2 (the "HoldCo Operating Agreement"). In exchange for the Transferring Entities' contributions of the Xxxxxxxx Contributed Assets and the Xxxxxxxx Assumed Liabilities and the Bidder Member's contributions of the Bidder Contributed Cash and the Bidder Contributed Shares, if applicable as set forth in Article 2A:
Sample 1
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Formation of HoldCo. 88 Section 5.14. Directors............................................................................... 90 Section 5.15. Regional Headquarters................................................................... 91 Section 5.16. Dividends............................................................................... 91 Section 5.17.
Sample 1
Formation of HoldCo. CP&L and Holdco shall take all commercially reasonably efforts to cause the CP&L Exchange to be completed as soon as reasonably practicable following execution of this Agreement. Without limiting the foregoing, CP&L and Holdco shall:
Sample 1

Related to Formation of HoldCo

  • Form of Holding To hold any security, debt instrument or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in the name of the Trustees or of the Trust or in the name of a custodian, subcustodian or other depository or a nominee or nominees or otherwise;

  • Formation of Company The Company was formed on February 23, 2017 pursuant to the provisions of the Delaware Act. The filing of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware are hereby ratified and confirmed in all respects.

  • Permitted Activities of Holdings Holdings shall not:

  • Disclosure of Holding The holders of Shares or other securities of the Trust shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares or other securities of the Trust as the Trustees deem necessary to comply with the provisions of the Code, the 1940 Act or other applicable laws or regulations, or to comply with the requirements of any other taxing or regulatory authority.

  • Organization of Company The Company, a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and the Company is legally qualified to transact business in Illinois. The Company has full power and authority to own or lease and to operate and use its assets and to carry on its business at the Project. There is no pending or threatened proceeding for the dissolution, liquidation, insolvency, or rehabilitation of the Company.

  • Proof of Execution of Instruments and of Holding of Securities Subject to Sections 6.1 and 6.2, the execution of any instrument by a Securityholder or his agent or proxy may be proved in the following manner:

  • Manner of Holding Securities (1) The Custodian shall at all times hold Securities of each Fund either: (i) by physical possession of the share certificates or other instruments representing such Securities in registered or bearer form; or (ii) in book-entry form by a Securities System (as hereinafter defined) in accordance with the provisions of sub-paragraph (3) below.

  • Rights of Holder The Holder shall not, by virtue of anything contained in this Warrant Agreement or otherwise, prior to exercise of this Warrant, be entitled to any right whatsoever, either in law or equity, of a stockholder of the Company, including without limitation, the right to receive dividends or to vote or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or the election of directors of the Company of any other matter.

  • Proof of Execution of Instruments and of Holding of Debt Securities Subject to the provisions of Sections 7.01, 7.02 and 13.09, proof of the execution of any instrument by a Holder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Debt Securities of any series shall be proved by the Debt Security Register or by a certificate of the Registrar for such series. The Trustee may require such additional proof of any matter referred to in this Section 8.02 as it shall deem necessary.

  • List of Holders Promptly upon written request by the Company, the Depositary shall furnish to it a list, as of a recent date, of the names, addresses and holdings of ADSs of all Holders.

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