Operations of Newco Sample Clauses

Operations of Newco. Newco was formed on April 6, 1999 solely for the purpose of engaging in the transactions contemplated by this Agreement and the Stockholder Agreement and prior to the Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein. The authorized capital stock of Newco consists of 1,000 shares of common stock, par value $0.01 per share, all shares of which are issued and outstanding. All of such issued and outstanding shares are validly issued, fully paid and nonassessable and are owned by Parent, free and clear of all security interests, liens, claims, 30 pledges, agreements, limitations on voting rights, charges or other encumbrances of any nature whatsoever. Newco has no direct or indirect Subsidiaries and does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.
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Operations of Newco. 36 Section 5.16 Proposal to Acquire the Acquiror . . . . . . . . . 36
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Operations of Newco. Newco has been formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby. Section 5.16 Proposal to Acquire the Acquiror. As of the date hereof, there is not pending any bona fide proposal received by the Acquiror regarding any merger, consolidation, or reorganization of the Acquiror with any other Person as a result of which less than a majority of the combined voting power of the securities of the Person surviving such transaction would be held immediately after such transaction by all the holders of Acquiror Common Stock immediately prior to such transaction. ARTICLE VI
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Operations of Newco. Newco was formed solely for the purpose of engaging in the transactions contemplated hereby, and has not engaged in any other business activities other than those contemplated hereby.
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Operations of Newco. 36 Section 5.16 Proposal to Acquire the Acquiror...........................36 ARTICLE VI
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Operations of Newco. Newco shall be formed solely for the purpose of entering into the transactions contemplated under this Agreement, and shall engage in no other business activities (other than conducting the Business following the Contribution Closing).
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Related to Operations of Newco

  • Operations of the Company Except as set forth on Schedule 3.26, since the Balance Sheet Date the Company has not:

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers’ waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of the Company The Company’s obligation to sell and issue the Shares and the Warrants at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • Conditions of U S. Underwriters' Obligations. The obligations of the several U.S. Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

  • Conditions of Sale 1. RESERVE PRICE AND BIDDING AT AUCTION

  • Conditions of Use CLIENT acknowledges that its use of the Site is subject to and conditioned upon the following terms and agrees that TAILGATE GUYS may exercise any of the remedies set forth herein for CLIENTS failure to comply:

  • Conditions to Obligations of the Parties The obligations of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at the Closing (as defined below) of the following conditions:

  • Conditions of the Company The obligation of the Company to issue and sell the Purchase Shares to be sold to and purchased by the Purchaser as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may be waived in writing by the Company in its sole discretion:

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

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