New Company. The Company is newly formed and has been operating at a loss and may do so for the foreseeable future and there is no guarantee that the Company will ever achieve profitability;
New Company. (a) New Company is duly organized, validly existing and in good standing (or the equivalent thereof) under the laws of its jurisdiction of organization. New Company was organized solely for the purpose of consummating the Contemplated Transactions and has not engaged in any activities or business, and has incurred no liabilities or obligations and owns no assets whatsoever, in each case, other than those incident to its organization and the consummation of the Contemplated Transactions.
New Company. 3.1.1 As soon as practicable after the completion of the Assets transfer stipulated in Chapter 2, the parties shall each contribute their registered capital in order to establish the New Company. After the establishment of the New Company, the New Company shall cooperate with Party A to operate the Business within the Exclusive Cooperation Area.
New Company. Merger Sub has been organized for the specific purpose of engaging in the Merger and the other transactions contemplated hereby and has not incurred any material liabilities, conducted any material business, or entered into any material contracts or commitments, in each case except such as are in furtherance of or incidental to such transactions.
New Company. The joint stock company to be incorporated under the laws of Korea by the parties hereto in the manner provided in section 3.00 hereof, and to be known in Korean as "[ ]" and in English as "[ ]" ](hereinafter referred to as "NEWCO").
New Company. This option refers to the formation of a new commercial entity, whose focus is exclusive to game- based learning product development and sales based on BEACONING outcome. All IPR will be transferred to this company, and project partners will share the revenue under the terms and conditions to be agreed. This alternative includes a product development programme and a strategy for innovation management (e.g. using net income from exploitation, to support post-project research and development). In case this model is preferred based on the assessment framework, BEACONING Executive Board will have to take decisions about this type of exploitation, building a conventional business case for a new company, both within and beyond the project lifetime. Taking a strategic (3–5 years) approach, the Executive Board is requested to:
New Company. After the swap is completed, Party B will convert its legal form of entity into an one-member limited liability company with 100% of its charter capital owned by Party A with information as specified in Appendix I of this Agreement.
New Company. Upon the occurrence of a Milestone Event (as such term is defined below), MLFC and SGI shall determine by mutual agreement the terms and conditions for (a) the establishment and formation of a new company ("Newco") as holder of the LFC Patents and LFC Improvements or the transformation of the Company into a corporation engaged in business and commercial operations and activities with respect to the LFC Technology ("BizCo"), (b) contribution by MLFC and SGI into or additional equity contribution by MLFC and SGI into BizCo and (c) if and only if all of the conditions as set forth in Article 13.3 hereof have been satisfied, additional consideration payable to SGI of Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) (the "Transfer Payment") for the Second Transfer by SGI to LFC Co.
New Company. The Company established by Party B for the operation of the Assets (Wuhan Time Share Advertising & Communication Co., Ltd.)
New Company. Prior to Closing, the Seller shall have formed a Delaware limited liability company (“Seller US Newco LLC”) consistent with the requirements set forth on Schedule C, and caused Seller US Newco LLC to issue at least one unit to the Seller for cash, fully paid, and following such issuance, (b) immediately prior to the transactions contemplated by Section 6.19(b)(iii), and so long as the other conditions to the Closing have been satisfied or waived, and the Parties are otherwise ready to proceed with the Closing, the Seller shall contribute all of the issued and outstanding stock of Libra to Seller US Newco LLC as a capital contribution for no consideration; provided that prior to any action being taken as described above, the Seller shall have provided to the Buyer reasonable prior notice of any such actions together with written drafts of all of the documents relating to such actions, including all formation or incorporation documents and all documents governing or effecting any transfer or contribution of any equity securities, and shall consider in good faith and incorporate any reasonable suggestions made by the Buyer prior to completing any such actions. From and after the time of the completion of the actions described in clause (b) above, Seller US Newco LLC shall be deemed a “Company” for all purposes under this Agreement and Libra shall be deemed a Subsidiary of a Company instead of a “Company” under this Agreement.
