Holding Co Sample Clauses
The 'Holding Co' clause defines the role and responsibilities of a holding company within the context of an agreement. Typically, this clause clarifies that the holding company is a parent entity that owns or controls one or more subsidiaries, and it may specify how obligations, liabilities, or rights are allocated between the holding company and its subsidiaries. For example, it might state whether the holding company is liable for the actions of its subsidiaries or if certain contractual obligations extend to the entire corporate group. The core function of this clause is to establish clear boundaries regarding the legal and financial responsibilities of the holding company, thereby preventing confusion or disputes about which entity is accountable under the contract.
Holding Co hereby employs the Executive, and the Executive hereby accepts employment, as the Chief Underwriting Officer under the terms and conditions set forth herein. During the Term (as defined herein), the Executive agrees to serve, without additional compensation, in one or more executive positions and/or as a member of the board of directors of Holding Co. or any affiliate of Holding Co.
Holding Co hereby represents and warrants to the other Members, as of the date hereof, that the following representations and warranties are true and correct:
(i) Holding Co. owns 100% of the legal and beneficial interest in the Holding Co. Contributed Asset, free and clear of all Liens (other than the Assumed Financing) and, after giving effect to the Closing, the Company will own 100% of the assets of the Holding Co. Contributed Asset.
(ii) Except for the Assumed Financing and liabilities arising in the ordinary course of business, Holding Co. has not created any liabilities of WXI/Mt. Bethel Road, L.L.C. of any nature, whether matured or unmatured, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, whether due or to be become due, regardless of whether the disclosure thereof otherwise would be required by GAAP.
Holding Co. Holding Co. is, and will remain, a holding company (i) whose sole business will be the holding of the Capital Stock of Borrower and (ii) which does not have (a) any Indebtedness except the HoldCo Notes Obligations or the Obligations or (b) assets other than the Capital Stock of Borrower.
1.11 Section 13.15 of the Financing Agreement is hereby amended in its entirety by substituting the following in its stead:
Holding Co. Common Stock Listed. The Holding Co. Common Stock to be issued and to be reserved for issuance pursuant to the Merger shall have been approved for listing, upon official notice of issuance, by the New York Stock Exchange.
Holding Co shall deliver to Alterra a UCC-3 financing statement releasing its security interest in Alterra's Member Interests in the Companies; and
(i) such other documents as are reasonably necessary to effectuate the transactions contemplated by this Agreement. 8.
Holding Co. Shares. Each share of Holding Co. Common Stock issued and outstanding immediately prior to the Merger shall be canceled.
Holding Co and its Subsidiaries' failure to maintain a Fixed Charge Coverage Ratio of at least 1.5 to 1.0 as of September 30, 2001 and at all prior times;
Holding Co. Shares Issued in connection with the Merger. On or prior to the Effective Time, Holding Co. shall deliver to First National Bank of Boston as transfer agent (the "Transfer Agent") two or more certificates representing a number of shares of Holding Co. Common Stock equal to the difference between the number of shares of Holding Co. Common Stock outstanding pursuant to Section 2.1 of this Agreement and the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Transfer Agent shall deliver to each record holder, as of the Effective Time, of Holding Co. Common Stock, a certificate or certificates representing the number of additional shares of Holding Co. Common Stock, to which such record holder is entitled to pursuant to Section 2.1 of this Agreement. Such new certificates shall bear such restrictive legends, if any, as are required to assure compliance with all applicable securities laws and the transfer of the shares represented thereby shall be restricted accordingly.
Holding Co pledges all stock in Leading Borrower to the Lender pursuant to a pledge agreement in form and substance acceptable to the Lender, simultaneous with the closing of the Holding Co. Restructure; (iv) Holding Co. guarantees all Obligations pursuant to a guaranty to be in form and substance acceptable to Lender, simultaneous with the closing of the Holding Co. Restructure; and (v) Leading Borrower will be the surviving Person.; or
Holding Co shall have the unrestricted right to vote the Collateral and to execute proxies, consents, or waivers with respect thereto for any and all purposes so long as there shall have been no Event of Default by the Borrower and Holding Co. under this Agreement or in the payment of any sums due under the Note. The pledged shares shall continue to be registered in the name of Holding Co.