Formation of the Corporation Sample Clauses

Formation of the Corporation. (a) Each of Duke and Philxxxx xxxees to take such corporate action as is necessary and desirable to cause (i) PGCSI to be merged with and into DEFS Holding, with DEFS Holding surviving (such surviving corporation, the "Corporation," and such merger, the "Merger"), immediately prior to the consummation of the IPO and (ii) an Agreement of Merger substantially in the form of Exhibit A (the "Agreement of Merger") to be filed in accordance with the Delaware General Corporation Law.
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Formation of the Corporation. Each of Duke and Phillips agree to take such corporate action as is necessary and desixxxxx xx cause Phillips Member Parent to be merged with and into the Duke Member, wixx xxx Xuke Member surviving (such surviving corporation, the "CORPORATION," and such merger, the "MERGER"), immediately prior to the consummation of the IPO. Phillips represents, warrants and agrees that at the time of such Merxxx, (x) Phillips Member Parent shall have no assets or liabilities, contingenx xx xxxerwise, other than through its ownership of its interest in Phillips Member and (ii) Phillips Member shall hxxx xx xssets or liabilities, contingent or otherwise, other than through its ownership of its interest in the Company. Duke represents, warrants and agrees that at the time of the Merger, the Duke Member shall have no assets or liabilities, contingent or otherwise, other than through its ownership of its interest in the Company. Following the Merger and prior to the consummation of the IPO, the percentage of the total number of issued and outstanding shares of Corporation Common Stock owned by (i) Phillips and its Affiliates (other than the Corporation and its Subsixxxxxxx) shall equal the quotient, expressed as a percentage, of (x) Phillips' Corporation Interest upon the consummation of the IPO deterxxxxx xx accordance with Section 3.3(b)(2) divided by (y) the sum of Phillips' Corporation Interest and Duke's Corporation Interest upon txx xxxxxmmation of the IPO determined in accordance with Section 3.3(b)(2) and Section 3.3(b)(3), respectively, and (ii) Duke and its Affiliates (other than the Corporation and its Subsidiaries) shall equal the quotient, expressed as a percentage, of (x) Duke's Corporation Interest upon consummation of the IPO determined in accordance with Section 3.3(b)(3) divided by (y) the sum of Duke's Corporation Interest and Phillips' Corporation Interest upon consummation of the IPO determinex xx xxxordance with Section 3.3(b)(3) and Section 3.3(b)(2), respectively. If necessary, for purposes of the above calculation only, Duke and Phillips shall estimate in good faith the Average Market Price and thx xxxxxx of shares of Corporation Common Stock to be sold to the public. Duke agrees to cause the Duke Shareholder and Phillips agrees to cause the Phillips Shareholder, respectively, to vxxx xxx shares to cause the Cxxxxxxxxon upon consummation of the IPO to have a single class of common stock (the "CORPORATION COMMON STOCK") outstanding and no other classe...
Formation of the Corporation a.A corporation under the name GlobeStar Energy Corporation, or such other name as may mutually agreed upon by the parties hereto (the "Corporation"), shall be organized in a jurisdiction to be determined by the parties hereto;
Formation of the Corporation 

Related to Formation of the Corporation

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • By the Corporation The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur:

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Organization of the Trust AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS; DECLARATION OF TRUST BY DELAWARE TRUSTEE

  • Reorganization of the Company The existence of this Award Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; any merger or consolidation of the Company; any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof; the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • The Corporation This Agreement shall be binding upon the Corporation and inure to the benefit of the Corporation and its successors and assigns.

  • Liquidation of the Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

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