Formation of Holding Company Sample Clauses

Formation of Holding Company. In the event that the holders of a majority of the shares of Common Stock subject to the Stockholders Agreement desire to acquire any or all of the remaining shares of Common Stock of the Company (by tender offer, merger or otherwise), then the Investors will contribute all shares of Common Stock owned by them to a corporation to be formed for such purpose. In the event of any such transaction, each of DLJMB and the Riverstone Entities will have the option to purchase its Pro Rata Portion of the shares of Common Stock to be purchased. Notwithstanding the foregoing, such transaction will be conducted in a manner such that, after such transaction, the Company would not fail to meet the requirements of Section 2 of the Shipping Act, 1916, as amended, for the ownership and operation of vessels in the United States Coastwise trade.
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Formation of Holding Company. Prior to the execution of the Merger Agreement by Ivex, IPMC and Ivex shall cause to be formed a new Delaware corporation ("Newco") named Packaging Dynamics Corporation, or, if the records maintained by the Delaware Secretary of State indicate that such name is not available, such other name as may be selected by Ivex in its sole discretion. The certificate of incorporation and by-laws of Newco shall contain such provisions as are typically included in the organizational documents of publicly-traded corporations incorporated under Delaware law. The number of authorized shares of Common Stock shall be sufficient to permit the issuance of the number of such shares required by paragraphs 2(a) and 2(b) of this Agreement.
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Formation of Holding Company. Prior to the Closing, the parties shall cause to be taken all actions necessary to form Holding Company, with 10,000 Shares of capital stock, par value $1.00 per Share, authorized for issuance. The articles of incorporation of Holding Company shall be as set forth in Exhibit H hereto. Prior to the Closing, the parties shall, as incorporators, adopt Bylaws for Holding Company in the form attached hereto as Exhibit K, elect the Directors nominated by the parties in accordance with Section 2.4(a) hereof, and elect the initial officers of Holding Company as provided in Section 2.4(f) hereof. At the Closing, ALIC shall contribute or cause to be contrxxxxed 100% of the capital stock of AVLIC and AIC to Holding Company, free and clear of all liens and encumbrances of any kind whatsoever, and AML shall contribute a cash amount equal to the Initial Investment. One hundred Shares shall thereupon be issued as follows: 66 to ALIC and 34 to AML, and such Shares shall xxxxtitute all of the then issued and outstanding Shares of Holding Company.
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Formation of Holding Company. Section 2.2 Engagement of Counsel, Accountants and Advisors.......... 11 ARTICLE
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Formation of Holding Company. It is possible that during the Term of this Agreement that the Bank will reorganize into a holding company structure with the shareholders of the Bank becoming shareholders of the holding company and the Bank becoming a wholly owned subsidiary of the holding company (the “Reorganization”). In the event the Reorganization occurs, the Reorganization (i) shall not affect the executive positions and duties of the Employee with respect to the Bank, (ii) shall result in the Employee serving in such executive positions with the holding company that may exist that are comparable to the Employee’s executive positions with the Bank (based on best efforts of Employer to effect such result) with the understanding that the specific duties would likely differ based upon the nature of the holding company and (iii) will not constitute a Change of Control because the beneficial ownership and control of the holding company will remain the same as it was for the Bank.
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Formation of Holding Company. At the option of either party, the parties agree that they will apply for the formation and approval of a Holding Company which will own one hundred. per cent (100%) of the stock of the FSB which Holding Company shall be owned fifty per cent (50%) by the Murrxx Xxxup and fifty per cent (50%) by Cumberland.
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Formation of Holding Company. AND REGISTRATION OF A PORTION OF THE SHARES OF THE HOLDING COMPANY FOR OFFER AND SALE TO THE PUBLIC
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Formation of Holding Company. SV and GPM hereby agree to form a strategic alliance (the “Alliance”) for the purpose of jointly owning, exploring, operating and acquiring certain mineral rights and properties, including the Property, within Central and South America. In furtherance of the Alliance, upon the Closing of this Agreement, as defined below in Section 4, GPM shall form a Peruvian holding company (“HoldCo”) for purposes of owning, operating and managing the assets and properties held by the Alliance. The initial ownership interest in HoldCo shall be: 80% GPM and 20% SV. Each individual project, mining interest, property or asset contributed, purchased, transferred or otherwise acquired by the Alliance, will be held in separate subsidiary Peruvian entities controlled by HoldCo or held by entities owned or controlled by GPM and SV with the same 80/20 ownership structure as HoldCo, as the parties may deem necessary or convenient (each such subsidiary or newly formed entity referred to herein as an “Alliance Sub”).
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Formation of Holding Company 
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Related to Formation of Holding Company

  • Formation of Company The Company was formed on February 23, 2017 pursuant to the provisions of the Delaware Act. The filing of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware are hereby ratified and confirmed in all respects.

  • SUCCESSOR TO THE HOLDING COMPANY The Holding Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Institution or the Holding Company, expressly and unconditionally to assume and agree to perform the Holding Company's obligations under this Agreement, in the same manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place.

  • Form of Holding To hold any security, debt instrument or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in the name of the Trustees or of the Trust or in the name of a custodian, subcustodian or other depository or a nominee or nominees or otherwise;

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • Bank Holding Company Act Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

  • Holding Company Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Restricted Subsidiaries; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing.

  • Organization of Company The Company, a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and the Company is legally qualified to transact business in Illinois. The Company has full power and authority to own or lease and to operate and use its assets and to carry on its business at the Project. There is no pending or threatened proceeding for the dissolution, liquidation, insolvency, or rehabilitation of the Company.

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.

  • Public Utility Holding Company Act Neither the Company nor any of its Subsidiaries is a "holding company", or an "affiliate" of a "holding company" or a "subsidiary company" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Formation of Subsidiaries Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

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