New Entity Sample Clauses

New Entity. In addition to the other provisions herein, the Company and the Holder acknowledge and agree that, in connection with preparations for a Trigger Event, it is expected that the Company may create a new corporation in the United States, which is expected to be in the State of Delaware (“Newco”), to undertake the Trigger Event, and in which event the Company is expected to be acquired by, or merge with, Newco or a subsidiary of Newco, such that Newco will be the entity that completes the Trigger Event (the “Restructuring”).
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New Entity. The Parties will create a new limited liability company (“NewCo”), which will be initially owned 50% by MAGNEGAS and 50% by XXXX. A financial investor or any new partners may be added to expedite the NewCo start up, and any such additional partners may be issued membership an equal, proportional basis) NewCo interests held by MAGNEGAS and XXXX.
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New Entity. 6 Non-citizen Assignee.....................................................................................6 Nonrecourse Built-in Gain................................................................................6
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New Entity. The Company and the Holder acknowledge and agree that, in connection with the IPO, it is expected that the Company shall create a new corporation in the United States, which is expected to be in the State of Delaware (“Newco”), to undertake the IPO, and in which event the Company is expected to be acquired by, or merge with, Newco or a subsidiary of Newco, such that Newco will be the entity that completes the IPO (the “IPO Restructuring”).
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New Entity. Effective July 1, 2023, the Iowa Department of Human Services (DHS), listed as a party to this Contract, is hereby changed to a new entity, the Iowa Department of Health and Human Services (HHS). “
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New Entity. In addition to the provisions of Section 3(b), the Company and the Holder acknowledge and agree that, in connection with an IPO or a Fundamental Transaction, it is expected that the Company will create a new corporation in the United States, which is expected to be in the State of Delaware (“Newco”), to undertake the IPO or Fundamental Transaction, and in which event the Company is expected to be acquired by, or merge with, Newco or a subsidiary of Newco, such that Newco will be the entity that completes the IPO or Fundamental Transaction (the “Restructuring”).
Sample 1
New Entity a. If before or during the Policy Period the Company acquires or creates a new Subsidiary or acquires an entity by merger or consolidation, coverage under this Policy will automatically apply to: (i) such new entity; (ii) such new entity’s subsidiaries; and (iii) such new entity’s and such new entity’s subsidiaries’ directors, officers, trustees and employees, but only with respect to Claims for Wrongful Acts taking place after such acquisition or creation.
Sample 1
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New Entity. New Entity agrees to indemnify in full the Company and the Company's officers, directors, employees, agents and stockholders who are not Lenders or their affiliates (collectively, the "Company Indemnified Parties") and hold them harmless against any loss, liability, deficiency, damage, expense or cost (including reasonable legal expenses), whether or not actually incurred or paid (collectively, "Losses"), which the Company Indemnified Parties may suffer, sustain or become subject to, prior to the third anniversary of the Closing as a result of (i) any Prior Action; (ii) the failure to pay any Company Liability; (iii) the breach, inaccuracy or misrepresentation in any of the representations and warranties of the Lenders or New Entity contained in this Agreement or in any exhibits, schedules, certificates or other documents delivered or to be delivered by or on behalf of the Indemnitors pursuant to the terms of this Agreement or Assumption Agreement or Satisfaction or otherwise referenced or incorporated in this Agreement (collectively, the "Related Documents"), or (iv) any breach of, or failure to perform, any agreement of the New Entity or Lenders contained in this Agreement or any of the Related Documents(in addition to any losses arising from the failure to pay any Liability).
Sample 1
New Entity. In addition to the other provisions herein, the Company and the Holder acknowledge and agree that, in connection with preparations for a Trigger Event, it is expected that the Company may create a new corporation in Cayman Islands (“Newco”), to undertake the Trigger Event, and in which event the Company is expected to be acquired by, or merge with, Newco or a subsidiary of Newco, such that Newco will be the entity that completes the Trigger Event (the “Restructuring”).
Sample 1

Related to New Entity

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Acquisition For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a Guarantor on the Closing Date or which is listed on Schedule 6.1.3 hereto (excluding Koppers Assurance); (ii) any Subsidiary formed under the laws of the United States or a state thereof (and prior to the redemption of all the 2003 Senior Notes, any Subsidiary formed under the laws of Australia or any territory or state thereof) after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.18 [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Administrative Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) upon prior written notice to the Administrative Agent, any Subsidiary which is (a) not formed under the laws of the United States or a state thereof, (b) not a Guarantor hereunder, and (c) as to which the investment in such Subsidiary (together with all other loans, advances and investments to and in other such Subsidiaries) by the Loan Parties does not exceed the amount permitted under Section 8.2.4(vi), and (iv) upon prior written notice to the Administrative Agent, any Subsidiary formed under the laws of Luxembourg which is used to effect any Foreign Holding Company Reorganization. Any Subsidiary which executes a Guaranty of any Indebtedness under the 2003 Senior Notes shall execute and deliver a Guaranty Agreement in favor of the Administrative Agent. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii), each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture. At such time as the Borrower shall have redeemed all the 2003 Senior Notes and the security interests and other Liens of the 2003 Trustee shall have terminated, the Administrative Agent shall and hereby is authorized by the Lenders to (i) release from the Guaranty Agreement all Guarantors which are not formed under the laws of the United States or a state thereof, (ii) release all Collateral granted to the Administrative Agent by such foreign Guarantors which are released from the Guaranty Agreement, and (iii) reduce the pledge of 100% of the stock of any foreign Subsidiary owned by the Borrower or any Guarantor which is formed under the laws of the United States or any state thereof to a pledge in the amount of 65% of the stock of any foreign Subsidiary owned by the Borrower or any Guarantor which is formed under the laws of the United States or any state thereof. The Loan Parties hereby agree at all times after the redemption of the 2003 Senior Notes to cause 65% of the stock of any foreign Subsidiary owned by the Borrower or any Guarantor which is formed under the laws of the United States or any state thereof to be subject to the terms of the Pledge Agreement in favor of the Administrative Agent as Collateral for the Obligations.

  • Management Company 14 Maturity....................................................................14

  • Real Property Holding Company The Company is not a real property holding company within the meaning of Section 897 of the Code.

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

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