Separate Subsidiary. 39 Section 7.2 Management of the Surviving Corporation ...................... 39 Section 7.3 Private Placement and Registration and Listing ............... 39 Section 7.4 Release of Stockholder Guarantees ............................ 39 Section 7.5 Autonomy ..................................................... 40 ARTICLE VIII ................................................................ 42
Separate Subsidiary. Parent and the Stockholders agree that from and after the Closing Date through September 30, 2000 (the "Earn-Out Period"), Parent shall cause the operations of the Surviving Corporation to be conducted and managed as a separate subsidiary, in substantially the same manner (except as modified by the provisions of Section 7.2 below) as the operations of the Company were conducted prior to the Closing Date.
Separate Subsidiary. SBH shall be maintained as a separate subsidiary, managed by Aragon or its delegate or assignee. There will be protections and prohibitions on inter-company transfers without Aragon's permission, but it is contemplated that SBH will transfer caxx xxxxxr as dividends or inter-company advances, at its election, to subsidize Sunrise's operating losses in the first 18 months. A management agreement between Sunrise and Anesti will allow practical control of Sunrise and SBH. Aragon will remain the manager of SBH, until the note described below is paid off, under a compensation arrangement which equals 3% of monthly SBH revenue. RJW TO EXTEND ITS BRIDGE NOTE RJW Acquisition, LLC ("RJW") shall extend its bridge loan which is convertible into six and one-quarter percent (6 1/4%) of the fully-diluted common-equivalent shares. as of the conversion date. The extension shall be coterminous with the Silicon Valley Bank extension, with payments of principal and interest deferred to the end of the term. RJW shall grant an irrevocable proxy to Aragon to vote any shares it or Robert Werra owns for one year in favor of a reverse stock split at a xxxxxxxxxxx meeting to be held later. NEW INVESTORS TO RECEIVE SERIES B PREFERRED STOCK $2.0 million of new equity financing shall be offered through the sale of Series B preferred stock. The Series B Preferred issued to the new investors shall have a 2x liquidation preference, piggyback registration rights, twenty percent (20%) of the voting rights, the right to elect one board member, and shall be convertible after twelve (12) months into common stock equaling twenty percent (20%) of the fully-diluted common-equivalent shares as of the closing.. As with the RJW common stock, an irrevocable proxy will be granted to Aragon. Any proceeds from the sale of these shares will be escrowed until the closing (when all of the conditions precedent described below are satisfied). Aragon shall have the right to waive having Sunrise complete this financing, in which case the 20% voting rights and convertibility rights will be added to Aragon's 25% rights. 7% CONVERTIBLE DEBENTURE HOLDERS TO CONVERT INTX XXXXXX C PREFERRED STOCK Outstanding 7% Convertible Debentures, due June 2002 (the "Convertible Debentures"), shall convert into Series C Preferred at 50% of face value. The Series C will become convertible, at the option of the holder, after three years into common stock at the purchase price of common on the date of conversion. Series C will be ...
Separate Subsidiary. During the Earnout Period, the Buyer shall maintain financial records to account for the operations of the Company as if it
Separate Subsidiary. During the Earnout Period, the Parent shall maintain sufficient records to account for all Bookings of the Surviving Corporation, and shall include in such records the Bookings from all relevant contracts of Parent and its Affiliates. Parent shall use such records to calculate the Surviving Corporation’s Bookings, and shall include in calculating the Surviving Corporation’s Bookings (and any resulting Earnout Payment) any Bookings generated by the Surviving Corporation, and Bookings generated by Parent or Parent’s Affiliates (but only to the extent specifically provided in the definition of “Bookings”).
Separate Subsidiary. The parties agree that the Resulting Company will be operated as a separate autonomous entity with operations separate and apart from the operations of Bancorp and Bancorp's other subsidiaries. To this end, the parties agree and acknowledge that (a) separate operating budgets will be established for the Resulting Company which are mutually acceptable to both Bancorp and the Resulting Company and (b) the books and records of the Resulting Company will be maintained in a way which will accurately reflect the separate operations and financial condition of the Resulting Company. Further, to the extent permitted under and subject to the Internal Revenue Code of 1986, as amended and the governing provisions of ERISA, Bancorp will seek to maintain Ryan, Beck's existing benefix xlanx xx xlace for employees of the Resulting Company after the merger.
Separate Subsidiary. 2.11.1 In the event Qwest establishes a separate subsidiary to provide xDSL or other data services, and that separate subsidiary Line Shares with Qwest, Qwest will provision Line Sharing to the separate subsidiary at the same rates Qwest then is using to provide Line Sharing to other December 15, 2000/msd/New Edge-Line Sharing-Am5-NE 15 Amendment to CDS-990927-0225 telecommunications carriers. Those same rates will be made available to all telecommunications carriers on a nondiscriminatory basis.
Separate Subsidiary. 22 (e) Building Capacity and Equipment................................ 22
Separate Subsidiary. From the time of Closing until the Adair-Flanders Shares either xxxx xx xxxx to vest, Buyer agrees to operate Air Seal as a separate subsidiary in a manner similar to the current operation with its Financial Statements prepared in compliance with Generally Accepted Accounting Principles and other relevant rules and regulations.
Separate Subsidiary. Columbia intends to operate the Combined Bank as a separately chartered subsidiary of Columbia following Closing.
