Formation; Agreement. (a) The Company was formed on September 6, 2018, pursuant to the provisions of the Delaware Act, upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware.
Formation; Agreement. The Closing, as defined in the Formation Agreement, shall have been consummated.
Formation; Agreement. THIS FORMATION AGREEMENT (this "Agreement"), dated as of August 8, 1997, is entered into by and between SEI HOLDINGS, INC., a Delaware corporation ("SEI Holdings"), and VASTAR RESOURCES, INC., a Delaware corporation ("VRI").
Formation; Agreement. 11 5.6 Prospectus ................................................... 11 5.7 Amendments to Quota Share Agreements ......................... 11 6. Conditions to the Company's Obligations at Closing ......................... 11 6.1
Formation; Agreement. The delivery of the Cash Contribution and the transfer of the Transferred Assets as contemplated by the draft Formation Agreement referenced as item 1 on Schedule 2.12 hereto shall have occurred (or shall occur simultaneously with the Closing), and the Formation Agreement shall have been executed by the parties thereto and shall be in full force and effect. St. Xxxx and the Company shall have amended the Formation Agreement to insert the provision in the [caad 136]Nform attached as EXHIBIT E hereto.
Formation; Agreement. For purposes of this Agreement, the term "Subsidiary," with respect to the Company, refers to each corporation, partnership, association, limited liability company, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interest entitled (without regard to the occurrence of any contingency) to vote in the election of the person or persons (whether directors, managers, partners, trustees or other persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by the Company
Formation; Agreement. Table of Contents Page ARTICLE 1 - CERTAIN DEFINITIONS.....................................................................-2- ARTICLE 2 - FORMATION OF OPCO......................................................................-11- 2.1 Purpose of OpCo..................................................................-11- 2.2 Formation of OpCo................................................................-11- 2.3 Contribution of BAM Contributed Assets and BAM Assumed Liabilities...............-12- 2.3.1 Transfer of BAM Contributed Assets......................................-12- 2.3.2 Excluded Assets.........................................................-12- 2.3.3 Assumption of BAM Assumed Liabilities...................................-13- 2.3.4 Limitations on Assumption of Liabilities................................-14- 2.3.5 Assignment or Subcontracting of Purchased Contracts.....................-14- 2.3.6 Consent of Third Parties................................................-15- 2.3.7 Bulk Transfer Laws......................................................-15- 2.3.8 Certain Apportionments..................................................-15- 2.4 Contribution of Bidder Contributed Cash..........................................-16- 2.5 Global Lease Agreement...........................................................-16- 2.6 Build-to-Suit Agreement..........................................................-16- 2.7 Bidder Services Agreement........................................................-16- 2.8 Transitional Services Agreement..................................................-17- ARTICLE 3 - FORMATION OF HOLDCO SUB AND HOLDCO, ANTICIPATED FINANCING..............................-17- 3.1 Purpose of HoldCo and HoldCo Sub.................................................-17- 3.2 Formation of HoldCo Sub..........................................................-17- 3.3 Management Agreement.............................................................-17- 3.4 Contributed Cash Distribution....................................................-17- 3.5 Formation of HoldCo..............................................................-18- 3.6 Financing........................................................................-19- 3.7 BAM-Sub Guarantee................................................................-19- 3.8 Adjustments Based Upon Number of Included Tower Structures.......................-19- 3.9 Adjustments Based Upon Revenue Run Rate of Included Tower...
Formation; Agreement. Grantor will not (i) suffer or permit any amendment or modification of any Formation Agreement without the prior written consent of Administrative Agent, (ii) withdraw as a [member][owner][partner] of the Company, or (iii) waive, release, or compromise any rights or claims Grantor may have against any other party which arise under any Formation Agreement. Grantor will not vote under any Formation Agreement to cause the Company to dissolve, liquidate, merge or consolidate with any other entity or take any other action under any Formation Agreement that would adversely affect the security interest created by this Assignment, including without limitation the value or priority thereof or an election by the Company to have the [membership][ownership][partnership] interests conferred under its Formation Agreement be governed under Article 8 of the Code. Grantor will not permit, suffer or otherwise consent to the modification or redemption of existing interests in the Company or the issuance of any new or additional interests in the Company or options or other agreements granting any right to receive interests in the Company.
Formation; Agreement. The Members agree to comply with all of the terms and conditions of the Formation Agreement.
Formation; Agreement. Grantor will not (i) suffer or permit any amendment or modification of the Formation Agreement without the prior written consent of Agent, (ii) sell, transfer, encumber or convey any of its interest in the Corporate Subsidiaries or (iii) waive, release, or compromise any rights or claims Grantor may have against any other party with respect to the Corporate Subsidiaries which arise under the Formation Agreement. Grantor will not vote under the Formation Agreement to cause the Corporate Subsidiaries to dissolve, liquidate, merge or consolidate with any other entity or take any other action under the Formation Agreement that would adversely affect the security interest created by this Agreement, including, without limitation, the value or priority thereof. Grantor will not permit, suffer or otherwise consent to the modification or redemption of any Stock in the Corporate Subsidiaries or the issuance of any new or additional Stock in the Corporate Subsidiaries or options or other agreements granting any right to receive Stock in the Corporate Subsidiaries.
