Holdco definition
Examples of Holdco in a sentence
If so agreed, Target Ordinary Shares not contributed by the Parties to Holdco at the Closing pursuant to the preceding sentence shall be paid the per share consideration provided for in the Merger Agreement and cancelled at the Closing.
The Parties further agree to negotiate in good faith to reach agreement on a shareholders agreement that would, among other things, govern the relationship of the shareholders in Holdco following the Closing, and contain provisions customary for transactions of this type.
For the avoidance of doubt, the Parties agree that the obligation of the Parties to contribute Target Ordinary Shares and cash (if any) to Holdco shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Merger Agreement.
Specifically, the Parties agree to contribute to Holdco at the Closing, in exchange for newly issued equity interests in Holdco, all of the Target Ordinary Shares then held by the Parties based on the same per share consideration as provided in the Merger Agreement, except as may otherwise be agreed by the Parties.
For the avoidance of doubt, to the extent any Party terminates its participation in the Transaction pursuant to Section 5.1 or Section 5.2, such Party shall not be entitled to any ownership interest in Holdco.