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.
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.
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, XXXX shall contribute or cause to be contributed 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 XXXX and 34 to AML, and such Shares shall constitute all of the then issued and outstanding Shares of Holding Company.
Formation of Holding Company. 10 Section 2.1
Formation of Holding Company. .. 10 Section 2.2 Engagement of Counsel, Accountants and Advisors.......... 11 ARTICLE
Formation of Holding Company. AND REGISTRATION OF A PORTION OF THE SHARES OF THE HOLDING COMPANY FOR OFFER AND SALE TO THE PUBLIC
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.
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.
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”).
Formation of Holding Company
