Ownership of Holdco Sample Clauses

Ownership of Holdco. JMY and SX own all of the issued and outstanding share capital of HoldCo.
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Ownership of Holdco. 67 5.1.13. Litigation...........................................................67 5.1.14. Material Adverse Effect..............................................67 5.1.15. Reliance Letters.....................................................67 5.1.16.
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Ownership of Holdco. Following the Recapitalization and the Merger, Acquisition LLC shall own not less than 87.5% of Holdco's issued and outstanding common equity and CRL shall own the Rollover Equity representing no more than 12.5% of Holdco's issued and outstanding common equity.
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Ownership of Holdco. (a) The shares, membership interests or other equity interests of Holdco shall be respectively owned by the Bidders in accordance with the following percentages: ----------------------------------------------------------------------------- Flag 20% ----------------------------------------------------------------------------- Rivacq 30% ----------------------------------------------------------------------------- High Desert 30% ----------------------------------------------------------------------------- RH1 20% ----------------------------------------------------------------------------- In the event that the Bidders determine that they shall contribute equity financing to Holdco for the Acquisition, such equity financing shall be contributed in the foregoing proportions. In addition, any deposit payable by Holdco under the Acquisition Agreement, including any increase in the amount of such deposit, shall be funded by the Bidders in the foregoing proportions.
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Ownership of Holdco. The relative ownership of Holdco by the Consortium Members will be based on their relative capital contributions to Holdco pursuant to Sections 4.1 and 4.2 (with the Securities contributed by Consortium Members being valued at the per share consideration paid in the Transaction), unless otherwise agreed by the Consortium Members. 5. FINANCING The Consortium Members acknowledge that a combination of cash from the resources of the Company, its subsidiaries and Holdco, as needed, is expected to be used to finance the cash needed by Holdco for the payment of the consideration in the Transaction. -8- 6. APPROVALS Each Consortium Member shall use its/his/her reasonable best efforts to obtain all applicable governmental, statutory, regulatory or other approvals, consents, licenses, waivers or exemptions required to empower it/him/her to enter into and to perform its/his/her obligations under the Documentation. Each Consortium Member shall bear the cost of obtaining any such approvals, waivers and consents required to be obtained solely by such Consortium Member. The costs of obtaining any such approvals, waivers and consents required to be obtained by all Consortium Members as a condition to consummation of the Transaction shall be borne by the Consortium Members in accordance with Section 8. 7.
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Ownership of Holdco. The relative ownership of Holdco by the Consortium Members will be based on their relative capital contributions to Holdco pursuant to Sections 4.1 and 4.2 (with the Securities contributed by Consortium Members being valued at the per share consideration paid in the Transaction), unless otherwise agreed by the Consortium Members.
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Ownership of Holdco. The second recital to the Business Combination Agreement is hereby deleted in its entirety and replaced with the following:
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Related to Ownership of Holdco

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Ownership of Company Stock Neither Parent nor Merger Sub nor any of their respective “affiliates” or “associates” (as such terms are defined in Section 1704.01 of the OGCL) is, or at any time during the past three years has been, an “interested shareholder” of the Company as defined in Section 1704.01 of the OGCL, nor do any of them currently own any Company Common Shares, 6 3/4% Preferred Shares or any other shares of Company Capital Stock.

  • Ownership of Subsidiaries The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary.

  • Ownership of Rights 6. 1. Licensed Material remains the property of either Licensor or the relevant third party and any rights not explicitly granted herein are expressly reserved.

  • Ownership of Common Stock None of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, and none of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Company Common Stock, except pursuant to this Agreement. None of Parent, either Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.

  • Ownership of Securities The Trustee, any authenticating agent, any paying agent, any Security Registrar or any other agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and coupons with the same rights it would have if it were not Trustee, authenticating agent, paying agent, Security Registrar or such other agent of the Company or of the Trustee.

  • Ownership of Borrower Schedule 5.3 sets forth the direct and indirect owners of Borrower (but not any owners, direct or indirect, of KBS REIT) and the owners’ respective ownership percentages therein, and there are no other ownership interests outstanding. Except as set forth or referred to in the organizational documents of Borrower, no ownership interest (or any securities, instruments, warrants, option or purchase rights, conversion or exchange rights, calls, commitments or claims of any character convertible into or exercisable for any ownership interest) of any such Person is subject to issuance under any security, instrument, warrant, option or purchase rights, conversion or exchange rights, call, commitment or claim of any right, title or interest therein or thereto. All of the ownership interests in Borrower have been issued in compliance with all applicable Requirements of Law.

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

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