Newco A definition
Examples of Newco A in a sentence
If any Drop-Down Condition is not satisfied, the Company will be the sole member of Newco A Sub, and, therefore, Newco A Sub need not as of the Effective Time have an operating agreement; and, if any Drop-Down Condition is satisfied, the Bylaws of Newco A Sub in effect immediately prior to the Effective Time shall be the Bylaws of the A Surviving Entity until amended in accordance with such Bylaws, such Certificate of Incorporation or the DGCL.
As of the Closing Date, each of the ancillary agreements to which it is a party will have been duly and validly executed and delivered by each of Newco A Sub and Newco B Sub, and assuming, in each case, the due authorization, execution and delivery by each of the other parties thereto, will constitute a legal, valid and binding obligation of Newco A Sub and Newco B Sub, as the case may be, enforceable against Newco A Sub and Newco B Sub, as the case may be, in accordance with its terms.
Section 2.03(f) New Company Subsidiaries.......................................Section 6.03(b) Newco A Corporation............................................
Newco A Sub shall be the surviving entity (the "A SURVIVING ENTITY") in the A Merger and shall continue its existence as a limited liability company under the DLLCA (or, if any Drop-Down Condition is satisfied, its corporate existence under the DGCL), and the separate corporate existence of A shall cease.
As of the Closing Date, each of Newco A Sub and Newco B Sub (i) will have adopted and approved this Agreement and the A Merger and the B Merger, as the case may be, by all requisite action (required for a limited liability company or corporation, as the case may be) and (ii) will have all necessary corporate power and authority to execute and deliver the ancillary agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby.
Each of Buyer, Newco A and Newco is duly qualified as a foreign corporation and in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect.
Once repaid, Newco A Term Loans incurred hereunder may not be reborrowed.
Each of Buyer, Newco A and Newco has the requisite corporate power and authority to carry on its business as it is now being conducted.
This Agreement shall be binding upon and inure solely to the benefit of each Party and its successors, and to the benefit of (i) the Buyer Indemnitees, (ii) the Seller Indemnitees and (iii) Newco A and Newco, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
This Agreement (together with the Exhibits and the Schedules) constitute the entire agreement of the Parties hereto, and supersede all prior agreements and undertakings, both written and oral, among the Parties hereto, with respect to the transfer of the CITGO LCR Interest to Newco A and Newco.