Subco 1 definition
Examples of Subco 1 in a sentence
Name of Subsidiary Jurisdiction Authorized / Issued Capital Ownership Information RLH Netherlands B.V. Netherlands 100 ordinary shares issued and outstanding 100% owned directly by the Corporation Red Light Holland (Subco 1) Inc.
The authorized capital of Subco 1 consists of an unlimited number of common shares without par value of which one common share is issued and outstanding as at the date hereof.
Each of the Principals, Neon, Subco 1 and Amalco will co-ordinate and co-operate with one another in exchanging such information and supplying such assistance as may be reasonably requested in connection with the foregoing.
Subco 1 has not engaged in any business (other than in connection with this Agreement and Transaction and other transactions contemplated thereby) since the date of its incorporation.
Neon, Subco 1 and Merger Sub shall pay their own legal, accounting, out-of-pocket and other expenses incidental to this Agreement and to any action taken by such party in preparation for carrying this Agreement into effect, including without limitation the costs and expenses of any investment bankers, brokers and consultants engaged by such party at any time in connection with pursuing or consummating the Transaction and other transactions contemplated hereby.
The Merger Sub and Neon shall promptly notify InnerAccess, the Merging Shareholders and the Principals of any Default, the threat or commencement of any Action, or any development that occurs before the Closing that could in any way materially affect Neon, Subco 1, Merger Sub or the consummation of the Transaction and other transactions contemplated hereby.
The transfer of common shares of Subco 1 shall not be subject to any restrictions.
Amalco, Subco 1 and Neon will take any necessary actions to maintain the status of Amalco as a corporation for United States tax purposes.
Neon, Merger Sub and Subco 1 covenant that if any Second Tranche Special Warrants are validly exercised or deemed to be exercised after the Closing Date, Neon shall cause Amalco to issue to the holder thereof 1.1 Amalco Class A Redeemable Shares and 1.1 Amalco Class B Redeemable Shares for each such Second Tranche Special Warrant validly exercised.
The obligations of Amalco, Subco 1 and Neon under this Section 5.12 shall survive the Closing.