Holdco. In applying the provisions of this Agreement (including Article V, Article VI, Article VII, Article VIII and Article IX), and in order to determine equitably the rights and obligations of the Company and the Members, the Manager, the Company, Holdco and Pubco may treat any Member as if it were (i) a member of Holdco and a direct holder of the underlying Attributable Units owned by the Company and (ii) a stockholder of Pubco and a direct holder of the underlying Attributable Shares owned by the Company. Accordingly, upon (x) any issuance of additional Holdco Units or shares of Pubco Common Stock to the Company for the benefit of any Member (or the occurrence of any event that causes the repurchase or forfeiture of any Holdco Units or shares of Pubco Common Stock), (y) the Transfer of Holdco Units or shares of Pubco Common Stock by the Company or (z) any merger, consolidation, sale of all or substantially all of the assets of Holdco, issuance of debt or other similar capital transaction of Holdco, the Manager, the Company and/or Holdco may take any action or make any adjustment with respect to the Units to replicate, as closely as possible, such actions (including the effects thereof), and the Members shall take all actions reasonably requested by the Manager in connection therewith and this Section 9.09.
Holdco. The directors of the Company in office immediately prior to the Effective Time shall be the directors of Holdco upon the Effective Time and will continue to hold office from the Effective Time until the earlier of their resignation or removal or until their successors are duly elected or appointed and qualified in the manner provided in the Holdco Charter and the Holdco Bylaws, or as otherwise provided by law.
Holdco. Prior to the IP Holdco Transition Date, (i) IP Holdco shall Dispose of or otherwise transfer any of its IP Rights (other than (x) the Disposition of obsolete assets which are no longer used by Borrower or any of its Subsidiaries in operation of their business and (y) the licensing of such IP Rights pursuant to the Borrower/IP Holdco License Agreement, the OpCo/IP Holdco License Agreement and similar intercompany license agreements with other Unrestricted Subsidiaries of the Borrower no less favorable to IP Holdco PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY STATION CASINOS, LLC WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***]. then the Borrower/IP Holdco License Agreement and the OpCo/IP Holdco License Agreement), (ii) IP Holdco shall incur any Indebtedness or create, incur, assume or suffer to exist any Lien upon, any IP Rights owned thereby other than pursuant to the Borrower/IP Holdco License Agreement, the OpCo/IP Holdco License Agreement and similar intercompany license agreements with other Unrestricted Subsidiaries of the Borrower no less favorable to IP Holdco than the Borrower/IP Holdco License Agreement and the OpCo/IP Holdco License Agreement, (iii) the Borrower/IP Holdco License Agreement shall be terminated, (iv) any license agreement described in the foregoing clause (ii) shall be amended, modified, waived or changed in any manner materially adverse to the interests of the Lenders, (v) IP Holdco shall fail to maintain in full force and effect its legal existence under the Laws of its jurisdiction of organization or shall merge, dissolve, liquidate or consolidate with or into another Person, (vi) IP Holdco shall cease to be engaged exclusively in the ownership of IP Rights for the purpose of licensing such IP Rights in accordance with the license agreements described in (ii) above, (vii) an event described in Section 8.01(f) shall occur with respect to IP Holdco, (viii) any change in the ownership of the Equity Interests of IP Holdco as of the Closing Date shall occur (including, without limitation, as a result of any failure by the Lenders to own (through the Administrative Agent as their designee) ten percent (10%) of the Equity Interests of IP Holdco other than due to a Disposition by the Lenders), (ix) IP Holdco shall fail to constitute a special-purpose bankruptcy remote entity or...
Holdco. In accordance with Section 251(g) of the DGCL, Holdco agrees to file (and Arris as the sole stockholder of Holdco agrees to approve the filing of) an amended and restated Certificate of Incorporation of Holdco (the “Holdco A&R Certificate of Incorporation”) with the Secretary of State of the State of Delaware prior to the Effective Time to be effective prior to and as of the Effective Time (without, for the avoidance of doubt, giving effect to any of the amendments contemplated by Section 1.3(b) of this Agreement) containing provisions identical to those in the Amended and Restated Certificate of Incorporation, as amended, of Arris immediately prior to the Effective Time (the “Arris A&R Certificate of Incorporation”), except as otherwise permitted by Section 251(g) of the DGCL. Holdco acknowledges that it has adopted Bylaws containing provisions identical to those in the Bylaws of Arris in effect immediately prior to the Effective Time. Immediately following the Effective Time, Holdco agrees to file a certificate of amendment to the Holdco A&R Certificate of Incorporation to change the name of Holdco to “ARRIS Group, Inc.”
Holdco. HoldCo hereby represents and warrants, or covenants and agrees, as appropriate, that the statements and representations made in the Tax Representation Letter, to the extent relating to HoldCo or the HoldCo Group are, or, as applicable, will be, from the time presented or made (and, if applicable, through and including the Distribution Time (and thereafter as relevant)), true, correct and complete in all respects.
Holdco. On or prior to the Effective Time, GameStop shall cause Holdco to amend and restate its certificate of incorporation such that it will be substantially in the form attached hereto as Exhibit C (the “Amended and Restated Holdco Charter”), which, among other things, will increase the authorized capital stock of Holdco to the following: (i) 300,000,000 shares of Class A Common Stock, par value $0.001 per share (the “Holdco Class A Common Stock”), of which one share shall be issued to GameStop, Inc.; (ii) 100,000,000 shares of Class B Common Stock, par value $0.001 per share (the “Holdco Class B Common Stock” and, together with the Holdco Class A Common Stock, the “Holdco Common Stock”); and (iii) 5,000,000 shares of Preferred Stock, par value $0.001 per share (the “Holdco Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock, par value $0.001 per share (the “Holdco Series A Preferred Stock”). At or immediately following the Effective Time, Holdco shall amend its amended and restated certificate of incorporation to change its name to “GameStop Corp.”. On or prior to the Effective Time, Holdco shall amend and restate its bylaws such that it will be substantially in the form attached hereto as Exhibit D. On or prior to the Effective Time, Holdco shall adopt a Rights Agreement with The Bank of New York, as rights agent, substantially in the form of the GameStop Rights Agreement, as amended from time to time, which shall entitle the holders of Holdco Common Stock to purchase, on the occurrence of certain events, Holdco Series A Preferred Stock.
Holdco. Holdco is a legal entity duly organized, validly existing and in good standing under the Laws of Delaware and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in such good standing, or to have such power or authority, are not, individually or in the aggregate, reasonably likely to have a material adverse effect on Holdco.