Formation of Newco. Upon execution of this Agreement, Maxxon will organize a new corporation ("Newco") under Oklahoma law with an authorized capitalization of 50,000,000 shares of common stock, par value $.001 per share, whose name shall be Ives Health Company, Inc.. Xxxxx Xxxx shall designate the directors and officers of Newco. Maxxon will change the name of its current subsidiary and make the name "Ives Health Company, Inc." available to this new corporation.
Formation of Newco. The Company shall use best efforts to (a) form a wholly owned Subsidiary ("NEWCO") to which the Company shall contribute 100% of its equity interest in Arch Reinsurance Ltd., a Bermuda company ("ARL") and (b) contribute, or cause the appropriate Subsidiary to contribute, all Core Insurance Operations other than Arch Reinsurance Company, a Nebraska corporation ("ARC"), in each case, no later than 90 days after the Closing Date (subject, in the case of direct or indirect contribution of U.S. domiciled insurance companies, to any necessary regulatory approvals or material third party approvals). From and after such formation and contribution, the Company shall not engage in the insurance business other than through Newco, except for (i) its holding of ARC and (ii) the operations of American Independent Insurance Holding Company, a Pennsylvania corporation ("AIIH") and Xxxxx & Co., Inc., a Delaware corporation ("XXXX"), but only to the extent of the current nature and scope of such operations of AIIH and Xxxx. The Company shall (1) use its best efforts to cause Newco to have the benefit of, or obtain independently, the same insurance authorizations as currently held by ARC, and (2) seek to accomplish the transactions contemplated by this paragraph in as tax-efficient a manner as possible.
Formation of Newco. As soon as reasonably practicable following the execution of this Agreement, ALC shall cause Newco to be formed as a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada with the corporate power and authority to effect the Merger.
Formation of Newco. Pope Investments will form a new corporate entity to be the NEWCO hereunder, which formation shall be complete no later than sixty (60) days after Pope Investments have successfully concluded negotiations with Paul Fisher or another third party with respect to development and commercialization of the Technology. The NEWCO’s initial capitalization will consist of founder’s shares held by Columbia equaling 15% of the outstanding common stock of the NEWCO. The remaining 85% of the outstanding common stock of NEWCO shall be held by Pope Investments. The stock held by Columbia pursuant to this provision will be fully dilutable, founders-type shares and mirror the equity interest held by Pope Investments in the NEWCO at its formation, and bear the same rights, preferences and privilege as the equity interest held by Pope Investments
Formation of Newco. 20 Section 6.10 No Solicitation of Alternate Transaction................... 20 Section 6.11 Bring-Down of Representation and Warranties................ 20 Section 6.12 Guarantee of HCI Obligations............................... 21 ARTICLE VII
Formation of Newco. Notwithstanding anything to the contrary contained in this Agreement, but subject to this Section 7.4, if the Board desires to effect an IPO or either the Emdeon Parties or the Purchaser Member Parties initiate an IPO pursuant to Section 8.2 below, or for any other reason in the discretion of the Board, without any vote or consent of the Members (except as required by the initial paragraph of Section 6.4), the Company and each of the Members hereby agrees that it will, at the expense of the Company, take such action and execute such documents as may reasonably be necessary to effect an IPO of a newly formed corporation (“Newco”) that would own all or a portion of the Units of the Company. In connection with the IPO, the owners of Purchaser Corp. shall have the right to contribute their respective shares of stock of Purchaser Corp. to Newco in a Section 351 Exchange and the Members shall have the right to contribute all or a portion of their respective Units to Newco in a Section 351 Exchange. If the shares of Purchaser Corp. are contributed in the Section 351 Exchange, the Members and their Affiliates will not permit Purchaser Corp. to be liquidated or merged out of existence, nor will it be permitted to transfer its membership interest in the Company to Newco or one of its Affiliates, in each case, during the two year period following the IPO without the consent of Parent. Each Member shall have the right to abstain from contributing all or a portion of their respective Units to Newco and, thereby, continue to own such retained Units. Units owned by the Emdeon Parties or the Purchaser Member Parties after the IPO shall be exchangeable, at the option of the holder, into shares of Newco, where each Unit shall be eligible to be exchanged for the number of shares of Newco that would be received if such Units had been contributed to Newco in connection with the IPO. Upon the determination by the Board to effectuate an IPO, all Members agree to cooperate in the full and timely implementation of formation of Newco as contemplated by this Section 7.4. Without limiting the foregoing in this Section 7.4, the Company shall use its commercially reasonable efforts to structure the IPO in the most tax efficient manner with a view toward tax deferral, preserving long-term capital gain and tacking of holding periods for Units, including by providing for the exchange of Units in the Company for equity interests in a corporation, the assets of which would solely consist of...
Formation of Newco. As soon as practicable following the date of this Agreement, the Acquiror shall cause Newco to be duly organized as a direct wholly owned subsidiary of the Acquiror and to become a party to this Agreement by executing and delivering a supplement hereto.
Formation of Newco. (i) NEWCO shall have been duly established under the laws of the State of California and, in connection therewith, the Articles of Organization of NEWCO and any amendments thereto shall have been filed with the Secretary of State of the State of California; and
(ii) On or prior to the Closing Date, the Management Committee of NEWCO shall be appointed in accordance with the terms of the Operating Agreement.
Formation of Newco. (a) On or prior to the date hereof, Azoff Management organized Newco as a limited liability company under Delaware law.
(b) The certificate of formation of Newco is attached hereto as Exhibit C.
Formation of Newco. As of the date hereof, NOLHGA has caused NEWCO to be formed under the legal name "Guaranty Association Benefits Company" as a non- stock, not-for-profit corporation and is seeking to qualify it as a captive insurance corporation in the District of Columbia with authority from that jurisdiction to enter into this Agreement and to assume the ELNY Restructured Contracts. NEWCO's charter is attached as Exhibit 2.1 hereto. The members of NEWCO shall be limited to the PGAs. NEWCO shall be operated on a not-for- profit basis and has obtained from the IRS an exemption from federal taxation under Section 501(c)(6) of the Code.
