Examples of Newco and Newco in a sentence
Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of Newco shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of the Company shall be merged with and into Newco, and Newco, as the Surviving Corporation, shall be fully vested therewith.
Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of the Company shall be merged with and into the Newco, and Newco, as the Surviving Corporation, shall be fully vested therewith.
Subject to the satisfaction or waiver of the closing conditions set forth in Section 9, at the Closing each Contributing Stockholder shall contribute, assign and transfer to Newco, and Newco shall accept, all Contributed Shares held by such Contributing Stockholders, free and clear of all liens, claims, encumbrances and restrictions of any kind whatsoever.
In addition, Xxxxxxx will appoint an executive sponsor (the “Xxxxxxx Executive Sponsor”) by written notice to Newco, and Newco will appoint an executive sponsor (the “Newco Executive Sponsor”) by written notice to Xxxxxxx.
Upon the terms and subject to the conditions herein set forth, on the business day immediately following the date of the Effective Time, the WP Partners shall cause WP LLC to contribute, transfer, convey, assign and deliver to Newco, and Newco shall accept and acquire from WP LLC, free and clear of all Encumbrances, all of the rights, title and interest of WP LLC in and to the WP Interests (the "Contribution").
Representations and Warranties of Newco and Newco Sub..........................
No broker, investment banker, financial advisor or other person, other than Deutsche Xxxxxx Xxxxxxxx Inc., the fees and expenses of which will be paid by the Company, is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement and the Ancillary Agreements based upon arrangements made by or on behalf of Newco and Newco Sub.
In addition to the filing and expiration of the waiting period contemplated by Section 2.01(b), all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity, the failure to obtain which would have a Material Adverse Effect on Sprint, Sprint L.P. and their respective Subsidiaries, the Company or Newco and Newco Sub, in each case, taken as a whole, shall have been filed, occurred or been obtained.
Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, Constellation OP shall cause Constellation OP TRS Sub to, and Newco and Newco OP shall, enter into a management agreement substantially in the form of Exhibit A, with such additional changes and modifications as agreed by all parties.
Conditions to Offer for Benefit of the Company, Newco, and Newco Sub...........