Organization of Holdco. As promptly as practicable following the execution of this agreement and receipt of any required approvals, Time Warner and America Online shall cause a new corporation ("Holdco") to be organized under the laws of the State of Delaware. The certificate of incorporation and bylaws of Holdco shall initially be as agreed upon by Time Warner and America Online. The authorized capital stock of Holdco shall initially consist of 100 shares of common stock, par value $0.01 per share (the "Holdco Common Stock"), of which one share shall be issued to Time Warner and one share shall be issued to America Online. Time Warner and America Online shall take, and shall cause Holdco to take, all requisite action to cause the certificate of incorporation of Holdco to be in the form of Exhibit D-1 (the "Holdco Charter") and the bylaws of Holdco to be in the form of Exhibit D-2 (the "Holdco Bylaws"), in each case, at the Effective Time.
Organization of Holdco. LMI has caused HoldCo to be organized under the laws of the State of Delaware. The authorized capital stock of HoldCo on the date hereof consists of 100 shares of common stock, par value $0.01 per share (the “HoldCo Original Stock”), of which one share has been issued to LMI and no other shares are issued and outstanding. LMI shall take, and shall cause HoldCo to take, all requisite action to cause the certificate of incorporation of HoldCo to be in the form of Exhibit A hereto (the “HoldCo Charter”) and the bylaws of HoldCo to be in the form of Exhibit B hereto (the “HoldCo Bylaws”), in each case, at the Effective Time. Pursuant to the HoldCo Charter, the authorized capital stock of HoldCo at the Effective Time will consist solely of 500,000,000 shares of Series A common stock, par value $.01 per share (the “HoldCo Series A Stock), 50,000,000 shares of Series B common stock, par value $.01 per share (the “HoldCo Series B Stock”), 500,000,000 shares of Series C common stock, par value $.01 per share (the “HoldCo Series C Stock” and, collectively with the HoldCo Series A Stock and the HoldCo Series B Stock, the “HoldCo Common Stock”), and 50,000,000 shares of preferred stock, par value $.01 per share (the “HoldCo Preferred Stock” and, together with the HoldCo Common Stock, the “HoldCo Stock”). Effective upon the filing of the HoldCo Charter, the HoldCo Original Stock shall be reclassified as one share of HoldCo Series A Stock (the “HoldCo Original Series A Stock”). At the Effective Time, each issued and outstanding share of HoldCo Original Series A Stock shall be cancelled without conversion into any other security or other consideration therefor.
Organization of Holdco. Parent has caused Holdco to be organized under the laws of the State of Delaware. The authorized capital stock of Holdco consists of 100 shares of common stock, par value $0.01 per share (the "Holdco Common Stock"), of which 100 shares have been issued to Parent. Parent shall take, and shall cause Holdco to take, all requisite action to cause the certificate of incorporation of Holdco to be in the form of Exhibit D-1 (the "Holdco Charter") and the bylaws of Holdco to be in the form of Exhibit D-2 (the "Holdco Bylaws"), in each case, at the Effective Time (with such modifications to the Holdco Charter and Holdco Bylaws as Parent and Company agree to prior to the Effective Time).
Organization of Holdco. As promptly as practicable and in any event no later than five days following the execution of this Agreement, Parent shall cause Holdco to be organized under the laws of the State of Indiana. The Articles of Incorporation and By-Laws of Holdco shall be in such forms as shall be determined by Parent; provided that, if the Parent Requisite Vote has been received, prior to the Closing Date (as hereinafter defined), the Articles of Incorporation of Holdco shall be amended to be substantially in the form of the Articles of Incorporation of Parent in effect as of the date hereof. The authorized capital stock of Holdco shall initially consist of 100 common shares, without par value (the "Holdco Shares"), all of which shares shall be issued to Parent. Parent shall provide the Company with copies of the Articles of Incorporation and By-Laws of Holdco promptly upon the Company's request.
Organization of Holdco. Vulcan has caused Holdco to be organized under the laws of the State of New Jersey and owns all of the capital stock of Holdco. The authorized capital stock of Holdco consists of 100 shares of common stock, par value $0.01 per share (the “Holdco Common Stock”), of which one share has been issued to Vulcan, which share of Holdco Common Stock is validly issued, fully paid and nonassessable, and is owned by Vulcan free and clear of any liens (statutory or other), pledges, charges, encumbrances and security interests whatsoever (“Liens”).
Organization of Holdco. As promptly as
Organization of Holdco. HoldCo is a corporation duly organized, validly existing and in good standing under the laws of the State of California. HoldCo has the corporate power to own its properties and to carry on its business as now being conducted. HoldCo is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which it conducts business, except where the failure to be so qualified or licensed would not have, individually or in the aggregate, a material adverse effect on HoldCo and its subsidiaries. Section 2.1 of the Disclosure Letter lists the directors and officers of HoldCo. HoldCo has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, (together, the "Charter Documents") to the Purchaser, and each of the Charter Documents is in full force and effect. HoldCo is not in violation of any provision of the Charter Documents.
Organization of Holdco. Islet has caused Holdco to be organized under the laws of the State of Delaware and owns all of the capital stock of Holdco.
Organization of Holdco. HoldCo was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and has no assets, liabilities or obligations of any nature other than those incident to its formation and other than the equity interests transferred to it pursuant to the Contribution.
Organization of Holdco. (a) As promptly as practicable following the execution of this Agreement, NYSE and Archipelago shall cause a new corporation ("Holdco") to be organized under the laws of the State of Delaware. The certificate of incorporation and bylaws of Holdco shall be in such forms as determined by NYSE as soon as practicable following the execution of this Agreement; provided that Archipelago shall have provided its consent to such forms, such consent not to be unreasonably withheld or delayed and subject to Section 7.5(a). The authorized capital stock of Holdco shall initially consist of 100 shares of Class A common stock, par value $0.01 per share (the "Holdco Common Stock"), of which one share shall be issued to NYSE and one share shall be issued to Archipelago.
