Ownership of Newco Clause Samples
The 'Ownership of Newco' clause defines how ownership interests in a newly formed company (Newco) are allocated among the parties involved. Typically, this clause specifies the percentage of shares or equity each founder, investor, or stakeholder will receive upon the company's formation, and may address how future ownership changes are handled. Its core function is to establish clear and agreed-upon ownership rights from the outset, thereby preventing disputes and ensuring all parties understand their stake in the new venture.
Ownership of Newco. Immediately prior to the Closing, Seller will own one hundred percent (100%) of the Newco Interests. Immediately prior to the Closing, the Newco Interests (i) will be owned free and clear of any Encumbrance and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell or otherwise dispose of the Newco Interests) and (ii) will have been issued in compliance with all applicable federal, state and foreign securities laws. Excluding the Newco Interests, as of the Closing, Newco shall not have issued, or authorized the issuance of, (x) Equity Interests of Newco, (y) securities of Newco convertible into or exchangeable for Equity Interests of Newco or (z) options, warrants or other rights to acquire from Newco, or obligations of Newco to issue, any Equity Interests of Newco or securities convertible into or exchangeable for Equity Interests of Newco (the items in clauses (x), (y) and (z) being referred to collectively as the “Newco Securities”). As of the Closing, there will be no outstanding agreements or other obligations of Seller to repurchase, redeem or otherwise acquire any Newco Securities.
Ownership of Newco. (a) Newco is a direct, wholly-owned subsidiary of THCG. Newco was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.
(b) As of the date hereof and the Effective Time, except for Liabilities incurred in connection with its incorporation and the transactions contemplated by this Agreement and the Transaction Documents and except for this Agreement and the Transaction Documents, Newco has not or will not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligation or liability or engaged in any business activity of any type or kind whatsoever or entered into any agreement or arrangement with any Person, except for liability for corporate franchise taxes and other incorporation expenses.
Ownership of Newco. Newco shall be owned by Eton Park or its designee and, upon exercise of the Warrants (as defined herein), to the extent provided in the Warrants, the warrantholders.
Ownership of Newco. 20 SECTION 5.9 Brokers.................................................21 SECTION 5.10 Disclosure..............................................21 ARTICLE 6 COVENANTS..................................................21
Ownership of Newco. The Borrower will at all times own not less than 53% of capital stock of Newco and not less than 80% of the Voting Stock of Newco.
Ownership of Newco. Buyer shall own eighty percent (80%) of Newco, ------------------ and the Seller, and its designee, shall own ten percent (10%)
Ownership of Newco