Newco Formation p53 and Columbia agree to form a NEWCO in order to develop and commercialize the Technology in accordance with this Agreement. The NEWCO’s initial capitalization will consist of Founders’ Shares held by Columbia equaling fifteen (15%) percent of the Outstanding Common Stock of the NEWCO. Eighty (85%) percent of the Outstanding Common Stock of NEWCO shall be held by p53. The stock held by Columbia pursuant to this provision will be shares of Founders’ Common Stock, and shall be the same class of stock as that held by p53 in NEWCO at its formation with the same rights, preferences and privileges. p53 has negotiated with Xxxx Xxxxxx for a portion of the 85% Outstanding Common Stock in NEWCO. Xxxxxx has rejected p53’s offer and has, in writing, declined any involvement in NEWCO.
Newco Formation. As soon as practicable after the date hereof and in any event prior to the First Effective Time (as defined in the Business Combination Agreement), each Equity Holder shall take, or cause to be taken, any and all actions necessary to form an exempted company incorporated with limited liability in the Cayman Islands (“Newco”), the sole shareholders of which shall be the Equity Holders in the proportions set forth next to each Equity Holder’s name on Schedule B.
Newco Formation. As soon as directed by the Company and in any event prior to the Initial Merger Effective Time, each Equity Holder shall take, or cause to be taken, any and all actions necessary to form an exempted company incorporated with limited liability in the Cayman Islands (“Newco”).
Newco Formation. 27 10.11. Merger........................................................28
Newco Formation. As soon as practicable after the date hereof and in any event prior to the First Effective Time, the Company shall cause the formation of Newco. Promptly after such formation and prior to the Mergers, the Company shall cause Newco to execute and deliver the Newco Joinder.
Newco Formation. Within 30 days after the date of the Retainer Agreement (the Newco Formation Deadline") the Company shall cause Newco to be formed under the laws of the State of Texas, and immediately, thereafter, Jerry Caroom shxxx xxxxxxxxted to Newco any an all right title and interest he possesses in and to the Company.
Newco Formation. Whenever required under this Agreement to complete the Formation of Newco, the Company and the Principal Members shall, as expeditiously as possible organize and form Newco and effect the transfer of any and all interest in the Company held by Jerry Caroom to Xxxxx.
Newco Formation. 2 2.1. Formation of New Corporation...................................2 2.2. Initial Ownership of Newco.....................................2 2.3. Replication of ONS Management..................................3 2.4.
Newco Formation. The Newco Formation Documents shall be consistent with the requirement that Newco be substantially identical in all material respects to ONS, or any discrepancies shall be reasonably acceptable to the Exchanging Partners (provided, however, that such condition shall be deemed to have been satisfied, and shall terminate, and be of no further force and effect, if this Agreement shall not have been terminated on or before the Newco Finalization Date); and the Newco Formation shall have occurred in accordance with Section 2.
Newco Formation. The Newco Formation shall have occurred in accordance with Section 2.
