Holdco Matters Sample Clauses
Holdco Matters. Holdco I shall have been formed in the manner contemplated by the Term Sheet attached hereto as EXHIBIT 5.1(c)(ii), with such changes as are acceptable to the Administrative Agent or, if adverse to the interests of the Lenders (as determined by the Administrative Agent in its sole reasonable discretion after reasonable advance notice of such proposed change), acceptable to the Required Lenders, and the Administrative Agent shall be satisfied that such formation shall have occurred in a manner satisfactory to it, including with respect to all matters pertaining to the governance and capitalization of Holdco I and Holdco II. Following such formation, each of the following actions shall have been taken, each on terms and conditions and in form and substance satisfactory to Administrative Agent with structural changes to any of the following which are not adverse to the interests of the Lenders:
(A) GOF shall have contributed (or caused to be contributed) to Holdco I and Holdco I shall have, in turn, contributed to Holdco II the rights and obligations under the ICI Agreement;
(B) The GOF Bonds shall have been exchanged for equity of Holdco I pursuant to the GOF Restructuring Agreement;
(C) CPH (or its Affiliate) shall have contributed (or caused to be contributed) all of its GOF Bonds to Holdco I;
(D) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) 19.9% of the Capital Stock of HSCHC to Holdco I, Holdco I shall have contributed or cause to be contributed such Capital Stock to Holdco II and Holdco II shall have, in turn, contributed such Capital Stock to Borrower such that, after giving effect to such contributions, Borrower will own 100% of the equity of HSCHC on the Closing Date;
(E) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) all of the Capital Stock of Borrower owned or held by it on the Closing Date to Holdco I, Holdco I shall have contributed such Capital Stock to Holdco II;
(F) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) 20% of the Capital Stock of JK Holdings to Holdco I, Holdco I shall have contributed such Capital Stock to Holdco II and Holdco II shall have, in turn, contributed or cause to be contributed such equity to Borrower;
(G) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) $500,000 of preferred equity in Huntsman Petrochemical to Holdco I, Holdco I shall ...
Holdco Matters. Each Seller selling Shares in a Holdco (the “Relevant Holdco”) represents and warrants in respect of such Relevant Holdco that:
Holdco Matters. Promptly after the Gulf Effective Time, Holdco shall increase the size of the board of directors of Holdco (the “Holdco Board”) in order to cause F▇▇▇▇▇▇▇ to be appointed to the Holdco Board at such time and, subject to fiduciary obligations under applicable Law, shall use commercially reasonably efforts to cause F▇▇▇▇▇▇▇ to be elected as a director of Holdco at the first annual meeting of stockholders of Holdco with a proxy mailing date after the Gulf Effective Time to serve a full new term on the Holdco Board; provided that, (a) F▇▇▇▇▇▇▇ shall not be appointed or elected to be a director of, and shall be immediately removed from, the Holdco Board if, at any time, (i) he is determined by the Holdco Board, in its sole discretion, to be an Unsuitable Person, or (ii) his appointment or election to or continuance as a director on the Holdco Board would reasonably be expected to prevent, restrict, impede or otherwise impair Holdco from undertaking or engaging in any gaming, online gaming, sports betting, sportsbooks, gambling, online gambling, fantasy sports activities, other similar activities or any material portion of the businesses of Holdco and (b) any appointment or election of F▇▇▇▇▇▇▇ to the Holdco Board following the first annual meeting of stockholders of Holdco described in this sentence shall be subject to approval in advance by the nominating and corporate governance committee of Holdco.
Holdco Matters. On or prior to the Closing Date, Shareholders and Holdco shall have provided Buyer with (i) a true, correct and complete copy of the Organizational Documents of Holdco, (ii) evidence of the transfer of the Retained Shares from Shareholders to Holdco, (iii) evidence of the issued and outstanding share capital of the Company immediately prior to giving effect to the transactions contemplated by this Agreement, and (iv) a legal opinion or opinions of legal counsel to Shareholders, Holdco and the Company in substantially the form(s) set forth as Exhibit L.
Holdco Matters. (a) Within twenty-seven (27) days prior to the Effective Time, Holdco will re-register as a public company limited by shares named “CF plc” (or such other name as Cambridge may select at its sole discretion) (the date of such re-registration, the “Re-Registration Date”). From the Re-Registration Date until the Effective Time, the Holdco Board shall consist of three (3) directors, each of which shall be designated by Oxford. On the Closing Date, immediately following the Effective Time, the articles of association of Holdco shall be amended and restated in their entirety and adopted substantially in the form set forth on Exhibit A, with such changes and additions thereto as shall be determined by Cambridge (the “Holdco Articles of Association”).
(b) The issues of Holdco Common Stock pursuant to this Agreement shall be written up in the register of members, books of account or account records maintained under the Companies Act as fully paid up and to credit the share capital and share premium accounts of Holdco as appropriate and required by the Companies Act.
(c) Cambridge and Holdco shall take all necessary action to cause the following to occur on the Closing Date, immediately following the Effective Time:
(A) the Holdco Board shall consist of ten (10) directors; (B) eight (8) directors of Holdco shall be designated by Cambridge prior to the Closing; provided that such persons selected are members of the Cambridge Board immediately prior to the Closing; and (C) two (2) directors of Holdco shall be designated in accordance with the Holdco Shareholder Agreement.
(ii) the chairman of the Holdco Board shall be the individual who was the chairman of the Cambridge Board immediately prior to the Closing.
(iii) the officers of Holdco shall be the officers of Cambridge immediately prior to the Closing.
(d) Cambridge may or may procure that Holdco shall prior to the Closing enter into any arrangements with the Exchange Agent and/or any other financial institution as may be necessary to implement a custodian arrangement in respect of the Holdco Common Stock issuable as Base Share Consideration pursuant to Section 1.2(a), as Additional Share Consideration pursuant to Section 1.2(b), Distributable Consideration pursuant to Section 1.3 or as Merger Consideration pursuant to Section 2.4 and any other Holdco Common Stock the issuance of which is contemplated by this Agreement and/or to place any such Holdco Common Stock into one or more clearance systems or any combinati...
Holdco Matters