Common use of Newco Clause in Contracts

Newco. As of the Closing Date, the correct and complete ----- authorized stock of NewCo will consist of ______ shares of common stock, $_________ par value per share, of which _______ shares will be issued and outstanding. As of the Closing Date, there will be no agreements of any type relating to issuance, delivery, sale, or transfer of any equity securities or other securities of NewCo other than this Agreement. On the Closing Date, TeleCorp will be the sole record and beneficial owner and holder of the Shares, free and clear of all encumbrances. None of the Shares will be subject to preemptive or similar rights, either pursuant to any organizational document, legal requirement or contract, and no person or entity has any preemptive rights or similar rights to purchase or receive any equity securities or other securities of NewCo. The books of account, minute books, stock record books and all other records of NewCo will be made available to SBA and will be true, correct and complete in all respects. Attached hereto as Schedule IV is a true, correct and complete schedule of all assets and liabilities of any nature that NewCo will have as of the Closing Date. NewCo has not filed and will not file prior to the Closing Date any tax returns. NewCo has never had any employees and has never established, sponsored, maintained, contributed or otherwise participated in or had any obligation to establish, sponsor, maintain, contribute to or otherwise participate in, any compensation, profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan or arrangement which is or was governed by or subject to the Employment Retirement Income Security Act of 1974, or any successor law, or any regulations or rules issued pursuant to that Act or any successor law.

Newco. As of the date hereof, the authorized capital stock of Newco consists of 100 Newco Shares, all of which are duly authorized and are validly issued, fully paid and nonassessable and not subject to preemptive rights, and, as of the Closing Date, the correct and complete ----- authorized capital stock of NewCo will Newco shall consist of ______ shares a number of common stock, $_________ par value per share, of Newco Shares as determined by Flex in its sole and absolute discretion to effect the Distribution (which _______ shares will be when issued duly authorized and outstandingvalidly issued, fully paid and nonassessable and not subject to preemptive rights). As of the date hereof, all Newco Shares are owned by FIUI, and prior to the Distribution Closing Datewill be, there will be no agreements of any type relating to issuance, delivery, sale, owned by FIUI (or transfer of any equity securities or other securities of NewCo other than this Agreement. On the Closing Date, TeleCorp will be the sole record and beneficial owner and holder of the Sharesa Subsidiary thereof), free and clear of all encumbrances. None any Lien, and there are and as of the Shares Closing there will be subject to no other equity interests authorized, issued or outstanding in Newco. There are and as of the Closing there will be no preemptive or similar other outstanding rights, either pursuant options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Newco to issue or sell any organizational document, legal requirement or contract, and no person or entity has any preemptive rights or similar rights to purchase or receive any equity securities shares of capital stock or other securities of NewCo. The books Newco or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of accountNewco, minute books, stock record books and all other records of NewCo will be made available to SBA and will be true, correct and complete in all respects. Attached hereto as Schedule IV is a true, correct and complete schedule of all assets and liabilities of any nature that NewCo will have no securities or obligations evidencing such rights are or as of the Closing Datewill be authorized, issued or outstanding. NewCo has Newco does not filed have and as of the Closing will not file prior have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Newco on any matter. As of the Effective Time, each of Newco and its Subsidiaries (including Newco Sub) will have no, assets, liabilities or obligations of any nature other than those incident to its formation, directly or indirectly holding Nextracker OpCo Units or Nextracker Class B Shares (and any matters relating or incident thereto), including directly or indirectly holding any interest in any Subsidiary thereof holding Nextracker OpCo Units or Nextracker Class B Shares (and any matters relating or incident thereto), any liabilities allocated to Newco and its Subsidiaries pursuant to the Closing Date any tax returns. NewCo has never had any employees Tax Matters Agreement and has never established, sponsored, maintained, contributed or otherwise participated in or had any obligation to establish, sponsor, maintain, contribute to or otherwise participate in, any compensation, profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan or arrangement which is or was governed by or subject to the Employment Retirement Income Security Act of 1974, or any successor law, or any regulations or rules issued pursuant to that Act or any successor lawthis Agreement and the Transactions.

Newco. As of the Closing Date(after giving effect to the Rollover, the correct Redemption and complete ----- authorized stock the Reorganization), the membership units of NewCo will consist Newco set forth on the capitalization table of ______ shares Newco set forth in Section 5.3(b) of common stock, $_________ par value per share, of which _______ shares the Buyer Disclosure Schedule will be issued and outstandingoutstanding and the Class A Interests in Newco will be owned of record and beneficially by the Persons identified in such capitalization table (subject to reduction in respect of membership units forfeited by or repurchased from employees or other service providers prior to Closing and transfers permitted by the Buyer Charter Documents of Holdings and Newco, as applicable). As of immediately prior to Closing, and except as set forth in the Closing DateAmended and Restated Newco Operating Agreement and with respect to equity interests outstanding under Holdings’ 2015 Equity Incentive Plan and related equity grants (which will relate to equity interests in Newco as a result of the Reorganization), (i) there will be no agreement outstanding pursuant to which any Person has any existing or contingent right to acquire any equity interest in Newco; (ii) there will be no outstanding obligations of Newco or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities of Newco; (iii) there will be no outstanding options, warrants, calls, convertible securities, exchangeable securities, rights, puts, commitments or agreements of any type relating character, written or oral, to which Newco will be a party or by which it will be bound providing for the issuance, delivery, sale, transfer, registration, disposition or acquisition, repurchase or redemption of any of Newco’s Equity Securities or obligating Newco to grant, extend or enter into any such option, warrant, call, convertible security, exchangeable security, right, put, commitment or agreement; (iv) there will be no outstanding or authorized stock appreciation, phantom stock or other similar rights with respect to Newco; and (v) there will be no stockholder agreements, voting trusts, proxies or other similar contracts, agreements, arrangements, commitments, plans or understandings relating to the voting, dividend, ownership or transfer rights of any equity securities or other securities Equity Securities of NewCo other than this Agreement. On the Closing Date, TeleCorp will be the sole record and beneficial owner and holder of the Shares, free and clear of all encumbrances. None of the Shares will be subject to preemptive or similar rights, either pursuant to any organizational document, legal requirement or contract, and no person or entity has any preemptive rights or similar rights to purchase or receive any equity securities or other securities of NewCo. The books of account, minute books, stock record books and all other records of NewCo will be made available to SBA and will be true, correct and complete in all respects. Attached hereto as Schedule IV is a true, correct and complete schedule of all assets and liabilities of any nature that NewCo will have as of the Closing Date. NewCo has not filed and will not file prior to the Closing Date any tax returns. NewCo has never had any employees and has never established, sponsored, maintained, contributed or otherwise participated in or had any obligation to establish, sponsor, maintain, contribute to or otherwise participate in, any compensation, profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan or arrangement which is or was governed by or subject to the Employment Retirement Income Security Act of 1974, or any successor law, or any regulations or rules issued pursuant to that Act or any successor lawNewco.