Holding Corp Clause Samples

Holding Corp and Acquisition Corp. Each of Holding Corp. and Acquisition Corp. has been formed for the purpose of engaging in the Transactions and prior to the Offer will have engaged in no other business activities.

Holding Corp. ▇▇. ▇▇▇ Ing-▇▇▇▇

Holding Corp. Ip Pui Sum

Holding Corp recorded in instrument recorded in Volume 1581, page 85, Deed Records, Park▇▇ ▇▇▇nty, Texas, being described by metes and bounds as follows: Beginning at a 1/2 inch iron rod with a yellow plastic cap stamped STEA▇▇▇▇ ▇.▇.L.S. 4281 set in the East R.O.W. of Reyn▇▇▇▇ ▇▇▇d and the North R.O.W. of Shur▇▇ ▇▇▇d for the Southwest corner of said Mineral Well▇ ▇.▇. Holding Corp. Tract, said point being by previous description 7241.98 feet South 65 degrees 05 minutes 59 seconds East from the Northwest corner of the T. & P. Railroad Co. Survey East of the Brazos River, Abstract Number 869, Palo Pinto County, Deed Records; THENCE North 12 degrees 49 minutes 41 seconds East a distance of 117.14 feet to a 1/2 inch iron rod with a yellow plastic cap stamped STEA▇▇▇▇ ▇.▇.L.S. 4281 set in the East R.O.W of said Reyn▇▇▇▇ ▇▇▇d for the Southwest corner of a certain 0.31 acre tract described in instrument recorded in Volume 1646, Page 651, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Texas; THENCE South 77 degrees 10 minutes 26 seconds East a distance of 150.00 feet to a 1/2 inch iron rod with a yellow plastic cap stamped STEA▇▇▇▇ ▇.▇.L.S. 4281 set for the Southeast corner of said 0.31 acre tract; THENCE North 12 degrees 49 minutes 41 seconds East a distance of 90.00 feet to a 1/2 inch iron rod with a yellow plastic cap stamped STEA▇▇▇▇ ▇.▇.L.S. 4281 set for the Northeast corner of said 0.31 acre tract; THENCE North 77 degrees 10 minutes 26 seconds West a distance of 150.00 feet to a 1/2 inch iron rod with a yellow plastic cap stamped STEA▇▇▇▇ ▇.▇.L.S. 4281 set in the East R.O.W. of said Reyn▇▇▇▇ ▇▇▇d for the Northwest corner of said 0.31 acre tract; THENCE North 12 degrees 49 minutes 41 seconds East a distance of 348.86 feet to a 1/2 inch iron rod with a yellow plastic cap stamped STEA▇▇▇▇ ▇.▇.L.S. 4281 set in the East R.O.W. of said Reyn▇▇▇▇ ▇▇▇d for the Southwest corner of a certain 0.44 acre tract described in instrument recorded in Volume 1554, page 1635, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Texas; THENCE South 77 degrees 10 minutes 31 seconds East a distance of 110.00 feet to a 1/2 inch iron rod with a yellow plastic cap stamped STEA▇▇▇▇ ▇.▇.L.S. 4281 set for the Southeast corner of said 0.44 acre tract; THENCE North 12 degrees 49 minutes 41 seconds East a distance of 175.00 feet to a 1/2 inch iron rod with a yellow plastic cap stamped STEA▇▇▇▇ ▇.▇.L.S. 4281 set for the Northeast corner of said 0.44 acre tract; THENCE North 77 degrees 10 minutes 31 seconds West a distance of 110.00 feet to a 1/...

Holding Corp. Covenants. Prior to the Effective Time, Holding Corp. shall take the following actions: Use reasonable business efforts, in cooperation with Corning Gas, to cause the Form S-4 to be declared Effective as soon as practicable.

Holding Corp shall acquire and become the owner and holder of each issued and outstanding share of Corning Gas Common Stock.

Holding Corp is duly organized and validly existing under the laws of the State of New York and has the power and authority to enter into this Agreement and consummate the transactions contemplated hereby.

Holding Corp. By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- [CORPORATE SEAL] CORRECTIONS PARTNERS, INC. By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- UNCONDITIONAL GUARANTY AGREEMENT SUPPLEMENT UNCONDITIONAL GUARANTY AGREEMENT SUPPLEMENT, dated as of _____________________, (the " Supplement"), made by [INSERT NAME OF NEW SUBSIDIARY], a __________________ (the "New Guarantor"), in favor of First Union National Bank of Tennessee, as agent (in such capacity, the "Administrative Agent") under the Credit Agreement (as defined in the Guaranty Agreement referred to below) for the ratable benefit of itself, the Lenders, the Issuing Lender and any Affiliate of a Lender party to a Hedging Agreement permitted pursuant to Section 10.1 of the Credit Agreement.

Holding Corp. No. 15-cv- 9936, 2016 WL 5957306, at *6 (S.D.N.Y. Oct. 13, 2016) (allegations of excessive fees in connection with proprietary funds were sufficient to raise an inference that defendants’ process was flawed); ▇▇▇▇▇ v. ▇▇▇▇