Capital Structure of New Xxxxxxx-Xxxxxx Sample Clauses

Capital Structure of New Xxxxxxx-Xxxxxx. After the transactions described in Sections 3.1(a), (b), (c) and (d) of the Investment Agreement and on Schedule 2.01 of this Agreement are effected and prior to the Distributions Time, if necessary, the Xxxxx Parties and the Xxxxxxx-Xxxxxx Parties shall cause (a) the number of authorized shares of New Xxxxxxx-Xxxxxx Common Stock to equal or exceed the number of shares of New Xxxxx Common Stock issued (including treasury shares held by New Xxxxx) as of the New Xxxxx Record Date and (b) the number of shares of New Xxxxxxx-Xxxxxx Common Stock issued and outstanding as of the New Xxxxx Record Date to be increased to equal the number of shares of New Xxxxx Common Stock issued and outstanding as of the New Xxxxx Record Date. 4. Section 2.04(b) of the Agreement is hereby amended in its entirety to read as follows: Effective immediately prior to the Xxxxxxx-Xxxxxx Contribution, all intercompany receivables, payables and loans (other than any amounts owed under the Investment Agreement, the Trade Payables and the Transaction Payables) between the members of the Xxxxx Group, on the one hand, and the members of the Xxxxxxx-Xxxxxx Group, on the other hand, shall, except as provided in Section 2.04(c), automatically be cancelled. All Trade Payables shall be promptly paid when due. All Transaction Payables shall be paid as provided in this Agreement and the Investment Agreement. 5. Section 3.03 of the Agreement is hereby amended in its entirety to read as follows: Subject to the terms and conditions of this Agreement, at or prior to the Distributions Time, New Xxxxx shall deliver to the Distributions Agent for the benefit of each record holder of New Xxxxx Common Stock on the New Xxxxx Record Date (or, if applicable, any transferee of such holder that purchased such holder’s shares in the “regular way” market), (a) the Distribution Shares (which shall represent all of the outstanding shares of New Xxxxxxx-Xxxxxx Common Stock) and (b) the Distribution Cash. New Xxxxx shall cause the transfer agent for the shares of New Xxxxxxx-Xxxxxx Common Stock to instruct the Distributions Agent to hold in trust the appropriate number of such shares of New Xxxxxxx-Xxxxxx Common Stock for each holder of record of New Xxxxx Common Stock as of the New Xxxxx Record Date (or, if applicable, any transferee of such holder that purchased such holder’s shares in the “regular way” market), and the Distributions Agent shall hold in trust the Cash Distribution for such stockholders. The Distrib...
Sample 1
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Capital Structure of New Xxxxxxx-Xxxxxx. After the transactions described Sections 3.1(a), (b), (c) and (d) of the Investment Agreement and on Schedule 2.01 of this Agreement are effected and prior to the Distributions Time, if necessary, the Xxxxx Parties and the Xxxxxxx-Xxxxxx Parties shall cause (a) the number of authorized shares of New Xxxxxxx-Xxxxxx Common Stock to equal or exceed the number of shares of New Xxxxx Common Stock issued (including treasury shares held by New Xxxxx) as of the New Xxxxx Record Date and (b) the number of shares of New Xxxxxxx-Xxxxxx Common Stock outstanding as of the New Xxxxx Record Date to be increased to equal the number of shares of New Xxxxx Common Stock issued (including treasury shares held by New Xxxxx) as of the New Xxxxx Record Date.
Sample 1

Related to Capital Structure of New Xxxxxxx-Xxxxxx

  • Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

  • XXX XXXXXXX Xxx The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.

  • Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Xxx Xxxx In the alternative, Consultant may obtain a copy of the prevailing wages from the City’s Representative. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

  • Xxx Xxxxx Chairman

  • Xxxxx-Xxxxx Act Xxxxx-Xxxxx Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- Federal entities must include a provision for compliance with the Xxxxx-Xxxxx Act (40 U.S.C. 3141- 3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Xxxxxxxx “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

  • xxx/xxx The list of courses that follow shows the equivalent courses at your institution that fulfill the prerequisites to complete the One Year MBA program at Clarkson.

  • SOMEC XXXXX XXXXX XXXXX XXXXX XXXXX UNBUNDLED LOCAL SWITCHING, PORT USAGE End Office Switching (Port Usage) End Office Switching Function, Per MOU 0.0010519 End Office Trunk Port - Shared, Per MOU 0.0002136 Tandem Switching (Port Usage) (Local or Access Tandem) Tandem Switching Function Per MOU 0.0001634 Tandem Trunk Port - Shared, Per MOU 0.0002863 Tandem Switching Function Per MOU (Melded) 0.00004951 Tandem Trunk Port - Shared, Per MOU (Melded) 0.000086749 Melded Factor: 30.30% of the Tandem Rate Common Transport Common Transport - Per Mile, Per MOU 0.0000045 Common Transport - Facilities Termination Per MOU 0.0004095

  • Xxx Xxxxxx If the Customer requests any on-site or on-site maintenance service (except for any error/problem caused by the Company’s system, equipment/accessories), the Company shall charge a service fee of HK$400 or such amount as determined by the Company at its sole discretion.

  • Xxxxxx Xxxxxx Xxxx Xx Day, 3rd Monday in January;

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