Formation of Newco. Upon execution of this Agreement, Maxxon will organize a new corporation ("Newco") under Oklahoma law with an authorized capitalization of 50,000,000 shares of common stock, par value $.001 per share, whose name shall be Ives Health Company, Inc.. Xxxxx Xxxx shall designate the directors and officers of Newco. Maxxon will change the name of its current subsidiary and make the name "Ives Health Company, Inc." available to this new corporation.
Formation of Newco. The Company shall use best efforts to (a) form a wholly owned Subsidiary ("NEWCO") to which the Company shall contribute 100% of its equity interest in Arch Reinsurance Ltd., a Bermuda company ("ARL") and (b) contribute, or cause the appropriate Subsidiary to contribute, all Core Insurance Operations other than Arch Reinsurance Company, a Nebraska corporation ("ARC"), in each case, no later than 90 days after the Closing Date (subject, in the case of direct or indirect contribution of U.S. domiciled insurance companies, to any necessary regulatory approvals or material third party approvals). From and after such formation and contribution, the Company shall not engage in the insurance business other than through Newco, except for (i) its holding of ARC and (ii) the operations of American Independent Insurance Holding Company, a Pennsylvania corporation ("AIIH") and Hales & Co., Inc., a Delaware corporation ("HALE"), but only to the xxxxnt of the current nature and scope of sxxx operations of AIIH and Hale. The Company shall (1) use its best efforts to cause Newco to xxxx the benefit of, or obtain independently, the same insurance authorizations as currently held by ARC, and (2) seek to accomplish the transactions contemplated by this paragraph in as tax-efficient a manner as possible.
Formation of Newco. Pope Investments will form a new corporate entity to be the NEWCO hereunder, which formation shall be complete no later than sixty (60) days after Pope Investments have successfully concluded negotiations with Paul Fisher or another third party with respect to development and commercialization of the Technology. The NEWCO’s initial capitalization will consist of founder’s shares held by Columbia equaling 15% of the outstanding common stock of the NEWCO. The remaining 85% of the outstanding common stock of NEWCO shall be held by Pope Investments. The stock held by Columbia pursuant to this provision will be fully dilutable, founders-type shares and mirror the equity interest held by Pope Investments in the NEWCO at its formation, and bear the same rights, preferences and privilege as the equity interest held by Pope Investments
Formation of Newco. As soon as reasonably practicable following the execution of this Agreement, ALC shall cause Newco to be formed as a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada with the corporate power and authority to effect the Merger.
Formation of Newco. 20 Section 6.10 No Solicitation of Alternate Transaction................... 20 Section 6.11 Bring-Down of Representation and Warranties................ 20 Section 6.12 Guarantee of HCI Obligations............................... 21 ARTICLE VII
Formation of Newco. As soon as practicable following the date of this Agreement, the Acquiror shall cause Newco to be duly organized as a direct wholly owned subsidiary of the Acquiror and to become a party to this Agreement by executing and delivering a supplement hereto.
Formation of Newco. Contribution. 5
Formation of Newco. As of the date hereof, NOLHGA has caused NEWCO to be formed under the legal name "Guaranty Association Benefits Company" as a non- stock, not-for-profit corporation and is seeking to qualify it as a captive insurance corporation in the District of Columbia with authority from that jurisdiction to enter into this Agreement and to assume the ELNY Restructured Contracts. NEWCO's charter is attached as Exhibit 2.1 hereto. The members of NEWCO shall be limited to the PGAs. NEWCO shall be operated on a not-for- profit basis and has obtained from the IRS an exemption from federal taxation under Section 501(c)(6) of the Code.
Formation of Newco. (i) NEWCO shall have been duly established under the laws of the State of California and, in connection therewith, the Articles of Organization of NEWCO and any amendments thereto shall have been filed with the Secretary of State of the State of California; and
Formation of Newco. (a) At or prior to the Closing, the Parties shall cause to be formed under the laws of the State of the State of Delaware a new corporation ("Newco") whose corporate name shall be as follows:
