Incorporation of Newco Sample Clauses

Incorporation of Newco. On or before the Effective Date, incorporate Newco, and cause the board of directors and shareholders of Newco to unanimously approve the Plan of Arrangement, provided that Newco shall have the following characteristics:
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Incorporation of Newco. In the event that the put rights contemplated by Section 6.6, Section 6.7, Section 6.8 or Section 6.9 are exercised by one or more of Zarlink, PTIC and EdgeStone, respectively, the Corporation shall have the right to satisfy its obligations to pay the purchase price under such put rights by arranging for a third party ("Newco"),which may be a sister corporation of the Corporation, to pay the purchase price for the Zarlink Purchased Securities, the PTIC Purchased Securities or the EdgeStone Preferential Purchased Securities, as the case may be. Upon payment by Newco of the purchase price for the Zarlink Purchased Securities, the PTIC Purchased Securities or the EdgeStone Preferential Purchased Securities, as the case may be, the Corporation shall have no further obligations to Zarlink under Section 6.6, to PTIC under Section 6.7 or to EdgeStone under Section 6.8, as the case may be. In addition, the Corporation and Shareholders agree to negotiate in good faith to consider alternative structures to satisfy the put rights in a tax efficient manner.
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Incorporation of Newco. 2.1 The Secured Noteholders will create a Delaware limited partnership (“Newco”) and a Delaware limited liability company (“GP”), in each case owned by the Secured Noteholders pro rata to their ownership of the Secured Notes (or as otherwise agreed by the Secured Noteholders), such ownership interests (the “Initial Equity”) subject to forfeiture in connection with the effectuation of Step 3.1. GP will be the general partner of Newco. GP will have an operating agreement that vests all governance in a manager (“Ultimate Manager”), a third party fiduciary whose sole purpose will be to manage GP and direct GP and Newco to effectuate the structuring steps described herein (or such other transaction structure or means of implementation as directed by the Requisite Consenting Holders in their sole discretion), with Ultimate Manager subject to supervision by the members of GP, acting by majority vote.
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Incorporation of Newco. Chancery shall incorporate, solely for the purpose of effecting the Merger and the other transactions contemplated by this Agreement, a Bermuda local company and wholly-owned subsidiary of Chancery (“NewCo”) prior to the Closing Date with such memorandum of association and bye-laws as may be agreed between ATN and Chancery. The election described in Section 1.1(i) shall be prepared and filed with the IRS within 75 days of the date on which NewCo is incorporated, and to the extent reasonably possible, before the Merger Effective Time. Following the incorporation of NewCo and until the Merger Effective Time, NewCo shall not own or hold any assets, properties or Liabilities and shall not conduct any business or carry out any operations, other than those incident to its formation or as necessary to carry out its obligations under this Agreement.
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Incorporation of Newco. 2.1 A Jersey law purpose trust will be established and will create a Delaware limited partnership (“Newco”) and a Delaware limited liability company (“GP”) as its direct, wholly owned subsidiaries. GP will be the general partner of Newco. GP will have an operating agreement that vests all governance in a manager (“Ultimate Manager”). Ultimate Manager will be a Delaware LLC, owned by the Secured Noteholders pro rata to their ownership of the Secured Notes (or as otherwise agreed by the Secured Noteholders), with decisions on behalf of Ultimate Manager taken by a majority vote of its members. The enforcer, or the supervisor to the enforcer, of the Jersey law purpose trust, will be the Ultimate Manager.
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Incorporation of Newco. 1.1 Global and SC intend to incorporate an agreed upon legal entity in Romania (“NewCo”). The parties hereto intend to incorporate NewCo within sixty (60) days of the date of this Agreement.
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Related to Incorporation of Newco

  • Incorporation of Schedules The Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

  • Incorporation of Plan Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

  • Incorporation of Standard Terms Except as otherwise provided herein, all of the provisions of the Standard Terms are hereby incorporated herein by reference in their entirety, and this Series Supplement and the Standard Terms shall form a single agreement between the parties. In the event of any inconsistency between the provisions of this Series Supplement and the provisions of the Standard Terms, the provisions of this Series Supplement will control with respect to the Series 2001-3 Certificates and the transactions described herein.

  • Incorporation of Provisions The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States.

  • Incorporation of Documents by Reference The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations, and, when read together with the other information in the Prospectus, (a) at the time the Registration Statement became effective, (b) at the time the Prospectus was issued and (c) on the date of this Agreement, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

  • Incorporation of Plan by Reference The Option is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and the Option shall in all respects be interpreted in accordance with the Plan. The Committee shall interpret and construe the Plan and this instrument, and its interpretations and determinations shall be conclusive and binding on the parties hereto and any other person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder.

  • Incorporation of Recitals The recitals hereto are incorporated herein as part of this Agreement.

  • Incorporation of Administrative Code Provisions by Reference The provisions of Chapters 12B and 12C of the San Francisco Administrative Code are incorporated in this Section by reference and made a part of this Agreement as though fully set forth herein. Contractor shall comply fully with and be bound by all of the provisions that apply to this Agreement under such Chapters, including but not limited to the remedies provided in such Chapters. Without limiting the foregoing, Contractor understands that pursuant to §§12B.2(h) and 12C.3(g) of the San Francisco Administrative Code, a penalty of $50 for each person for each calendar day during which such person was discriminated against in violation of the provisions of this Agreement may be assessed against Contractor and/or deducted from any payments due Contractor.

  • Incorporation of Covenants Reference is made to that certain Second Amended and Restated Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor contained in Section 7 of the Capital One Credit Agreement other than the representations contained in Sections 7.04, 7.05, 7.06 and 7.13 (hereinafter referred to as the "Incorporated Representations and Warranties") and the covenants of the Guarantor contained in Section 8 of the Capital One Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants) are hereby incorporated by reference into this Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Credit Agreement or an amendment or modification is executed with respect to the Capital One Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties or the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and the Incorporated Covenants as incorporated by reference into this Lease only if consented to in writing by the Majority Lenders. In the event of any replacement of the Capital One Credit Agreement with a similar credit facility (the "New Facility") the representations and ------------ warranties and covenants of the Guarantor contained in the New Facility which correspond to the representations and warranties and covenants of the Guarantor contained in Section 7 and Section 8 of the Capital One Credit Agreement shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by the Lessor and the Majority Lenders and, if such consent is not granted or if the Capital One Credit Agreement is terminated and not replaced, then the representations and warranties and covenants of the Guarantor contained in Section 7 and Section 8 of the Capital One Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Representations and Warranties and the Incorporated Covenants hereunder.

  • Incorporation of defined terms (a) Unless a contrary indication appears, a term defined in the Original Facility Agreement has the same meaning in this Agreement.

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