Formation of Newco and Merger Sub Sample Clauses

Formation of Newco and Merger Sub. (a) On the Closing Date, immediately prior to the transaction described in Section 2.1(b), WFSG shall cause WFSG Sub to form Newco, by executing and delivering the limited liability company operating agreement in the form attached hereto as Exhibit F (the “Initial Newco LLC Agreement”) and filing a Certificate of Formation in the form attached hereto as Exhibit G (the “Newco Certificate of Formation”) with the Secretary of State of the State of Delaware. Upon such formation, WFSG Sub shall hold a 100% limited liability company membership interest in Newco.
Sample 1
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Formation of Newco and Merger Sub. (a) As promptly as practicable following the execution of this Agreement, Parent shall cause Newco to be organized as a corporation under the Delaware General Corporation Law (the "DGCL") and shall cause Merger Sub to be organized as a corporation under the California General Corporation Law ("California Law"). The Certificate of Incorporation and By-laws of Newco shall be substantially in the forms attached hereto as Exhibit D and the Articles of Incorporation and By-laws of Merger Sub shall be as reasonably agreed to by Parent and the Company prior to the Effective Time. The officers and directors of Newco and Merger Sub as of the Effective Time will be determined by Parent subject, with respect to Newco, to the provisions of the Stockholders Agreement.
Sample 1

Related to Formation of Newco and Merger Sub

  • Organization of Parent and Merger Sub (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

  • PARENT AND MERGER SUB Parent and Merger Sub hereby represent and warrant to the Company as follows:

  • Reliance by Parent and Merger Sub Such Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

  • Conditions to Obligations of Parent and Merger Sub to Effect the Merger The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

  • Performance of Obligations of Parent and Merger Sub Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Effective Time.

  • Ownership and Operations of Merger Sub Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Covenants of Parent and Merger Sub Parent and Merger Sub covenant and agree with Company as follows:

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

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