Qualified Holdco Exchange Agreements Sample Clauses

Qualified Holdco Exchange Agreements. Prior to the Closing, ParentCo shall use its commercially reasonable efforts to enter into one or more agreements (each, a “Qualified Holdco Exchange Agreement”), which Qualified Holdco Exchange Agreements shall be in a form and on terms acceptable to Harvest, acting reasonably, with any and each Qualified Holdco and all of its Qualified Holdco Shareholders, pursuant to which such Qualified Holdco Shareholders agree to transfer all of their Qualified Holdco Shares, free and clear of all Encumbrances, to ParentCo in exchange for that aggregate number of ParentCo Subordinate Voting Shares equal to the product obtained when (i) the aggregate number of Company Units held by such Qualified Holdco immediately prior to the Effective Time and set out in the Payment Allocation Schedule, is multiplied by (ii) the SVS Exchange Ratio. Each such Qualified Holdco Exchange Agreement: (i) shall contain such representations and warranties by the Qualified Holdco Shareholders, including representations relating to the ownership of the Qualified Holdco Shares, ownership by the Qualified Holdco of Company Units, absence of any business activities and absence of Liabilities, as Harvest may reasonably request; (ii) require each Qualified Holdco Shareholder to acknowledge and agree that upon the Arrangement becoming effective, the Resulting Issuer shall be entitled to deliver to the Escrow Agent a portion of the Arrangement Consideration Shares that such Qualified Holdco Shareholder would otherwise be entitled to receive pursuant to the Arrangement, to be held by the Escrow Agent pursuant to and in accordance with the Escrow Agreement on account of any indemnification obligations of such Qualified Holdco Shareholder pursuant to this Agreement; and (iii) subject to the conditions as specified in the Qualified Holdco Exchange Agreement, permit a Qualified Holdco Shareholder to make a joint tax election with ParentCo pursuant to subsection 85(1) of the Tax Act.
Sample 1
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Qualified Holdco Exchange Agreements. ‌ Prior to the Closing, ParentCo shall use its commercially reasonable efforts to enter into one or more agreements (each, a "Qualified Holdco Exchange Agreement"), which Qualified Holdco Exchange Agreements shall be in a form and on terms acceptable to Harvest, acting reasonably, with any and each Qualified Holdco and all of its Qualified Holdco Shareholders, pursuant to which such Qualified Holdco Shareholders agree to transfer all of their Qualified Holdco Shares, free and clear of all Encumbrances, to ParentCo in exchange for that aggregate number of ParentCo Subordinate Voting Shares equal to the product obtained when (i) the aggregate number of Company Units held by such Qualified Holdco immediately prior to the Effective Time and set out in the Payment Allocation Schedule, is multiplied by
Sample 1

Related to Qualified Holdco Exchange Agreements

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Exchange Agreement As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Xxxxxx agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Investment Agreement AUGUST.2017 1

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements") pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Subsidiaries; Equity Interests The Parent does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • Subsidiaries; Equity Investments 4 2.7 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.8

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

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