Entity Formation Clause Samples
The Entity Formation clause outlines the process and requirements for legally creating a new business entity, such as a corporation, partnership, or limited liability company. It typically specifies the necessary filings, documentation, and approvals needed to establish the entity under applicable laws, and may detail the roles of the parties involved in the formation process. This clause ensures that the entity is properly constituted from the outset, providing a clear legal foundation and helping to prevent disputes or challenges regarding its legitimacy.
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Entity Formation. (a) As promptly as practicable following the date hereof, RockTenn shall take all action necessary, in accordance with Applicable Law, to form (the “TopCo Formation”), as sole stockholder, a corporation organized under the laws of the State of Delaware (the “TopCo”) with the Certificate of Incorporation and By-laws of TopCo (the “TopCo Organizational Documents”) substantially in the form as shall be mutually agreed upon by MWV and RockTenn. Immediately following the TopCo Formation, (a) the parties hereto shall cause this Agreement to be amended to add TopCo as a party to this Agreement as if an original party hereto by executing such amendment and (b) each of RockTenn and TopCo shall take all action necessary to cause this Agreement (as amended) and the transactions contemplated by this Agreement, including the Mergers, to be approved and adopted, as applicable, by TopCo and its sole stockholder for all required purposes under Applicable Law.
(b) As promptly as practicable following the TopCo Formation, TopCo shall, and RockTenn shall cause TopCo to, take all action necessary, in accordance with Applicable Law, to form, as (i) sole member, a limited liability company organized under the laws of the State of Delaware (“MWV Merger Sub”), with the Certificate of Formation and Limited Liability Company Agreement of MWV Merger Sub (the “MWV Merger Sub Organizational Documents”) substantially in the form as shall be mutually agreed upon by MWV and RockTenn, and (ii) sole shareholder, a corporation organized under the laws of the State of Georgia (“RockTenn Merger Sub” and, together with MWV Merger Sub, the “Merger Subs”), with the Articles of Incorporation and By-laws of RockTenn Merger Sub (together with the TopCo Organizational Documents and the MWV Merger Sub Organizational Documents, the “New Entity Organizational Documents”) substantially in the form as shall be mutually agreed upon by MWV and RockTenn (each, a “Merger Sub Formation”). MWV Merger Sub shall not make an election to be treated as a corporation for United States federal income tax purposes. Immediately following each Merger Sub Formation, (A) the parties hereto shall cause this Agreement to be amended to add the Merger Subs as parties hereto and each Merger Sub shall become a constituent corporation in its respective Merger and (B) TopCo shall, and RockTenn shall cause TopCo to, take all action necessary to cause this Agreement (as amended) and the transactions contemplated by this Agreement, ...
Entity Formation. The Sellers shall form a Delaware limited liability company, to be called “Camaro Parent, LLC” (or another name selected by Sellers with the consent of the Purchaser, which consent shall not be unreasonably withheld) (“Parent”), by filing with the Secretary of State of the State of Delaware a certificate of formation in the form attached hereto as Exhibit B, and shall enter into a limited liability company agreement with Parent in the form attached hereto as Exhibit C (as it shall be revised prior to its execution in accordance with the footnotes to Section 9 thereof, the “Operating Agreement”).
Entity Formation. Buyer is an entity, duly formed and validly existing under the laws of the State formation and has the full corporate power and authority to execute this Agreement. The person(s) signing this Agreement and any documents and instruments in connection herewith on behalf of Buyer has full corporate power and authority to do so.
Entity Formation. TUCA shall hold the Property under its wholly owned subsidiary Tucana Exploration.
Entity Formation. The Company has been formed as a Nevada corporation.
Entity Formation. Seller has the full power and authority to execute this Agreement. Each person signing this Agreement and any documents and instruments in connection herewith on behalf of Seller has full corporate power and authority to do so.
Entity Formation. Seller is a political subdivision of the State of Nevada and has the full power and authority to execute this Agreement. Each person signing this Agreement and any documents and instruments in connection herewith on behalf of Seller has full corporate power and authority to do so.
Entity Formation a) THE CONSULTANT will complete the process of registering the Small Business Association as a legal entity.
b) THE CONSULTANT will assist in the development of bylaws that outline the association’s governance structure and operational guidelines.
c) THE CONSULTANT will review and finalize the service area boundary of the association.
Entity Formation. The name of the entity and the type of filing entity as currently shown in the records of the Secretary of State are: PowerHandz, Inc., a Texas Corporation (hereinafter “Corporation”). The Corporation’s date of formation is November 21, 2013 and its assigned file number is 801887114.
Entity Formation. OTGI shall hold the Property under its wholly owned subsidiary Tucana Exploration.