Formation of Subsidiary. IWRA shall use its reasonable best efforts (i) to form either (A) a single purpose subsidiary in which to conduct any and all activities of IWRA other than as specified in Section 4.10(i)(B), or (B) a single purpose subsidiary to receive any and all fees and payments contemplated by the Lease and the Management Agreement, and (ii) to obtain all consents and approvals necessary from any Governmental Authority with respect to the formation of such subsidiary. If IWRA elects to, and is otherwise able to, form a subsidiary under clause (i)(B) of this Section 4.10, IWRA shall assign the Lease and Management Agreement to such subsidiary (HBR's consent to such assignment being hereby acknowledged).
Formation of Subsidiary. On or prior to March 20, 1998, Xxxxxxxx will form a wholly-owned Subsidiary which will be a Delaware corporation. Such Subsidiary will be the "Merger Sub" referred to in this Agreement. Xxxxxxxx will cause such Subsidiary to become a party to this Agreement and the Indemnity Escrow Agreement by executing and delivering to Xxxxxxxx a counterpart thereof.
Formation of Subsidiary. Natresco Inc., a corporation formed under the laws of Delaware (and the sole shareholder of FUS) ("Natresco"), will form a new wholly-owned Pennsylvania subsidiary ("NewFUS").
Formation of Subsidiary. The Company shall pursuant to the instruction IMMT (i) establish one or more wholly-owned subsidiaries (one to be named Immtech Hong Kong Limited or such other name as IMMT shall in its sole discretion determine) and (ii) transfer title in the Land to Immtech Hong Kong Limited or such other wholly-owned subsidiary of the Company as IMMT shall so determine, free from encumbrances. Chan shall be responsible for ensuring that Immtech Hong Kong Limited and any other wholly-owned subsidiary of the Company be duly registered by the relevant PRC authorities and that the proper subsidiary be registered as the owner of the land use right in respect of the Land (free and clear of encumbrances) within three (3) months from IMMT's instruction. The operation, board of directors and business of any such subsidiary to comply in all respects with the requirements of this Agreement including but not limited to composition, quorum, voting and other requirements imposed on the Company's Board of Directors.
Formation of Subsidiary. On or prior to March 20, 1998, Glencairn will form a wholly-owned Subsidiary which will be a Delaware corporation. Such Subsidiary will be the "Merger Sub" referred to in this Agreement. Glencairn will cause such Subsidiary to become a party to this Agreement and the Indemnity Escrow Agreement by executing and delivering to Xxxxxxxx a counterpart thereof.
Formation of Subsidiary. At least one day prior to the Closing, ----------------------- the Company shall, and the Shareholders shall cause the Company to (i) amend the certificate of incorporation of the Company to change the name of the Company from Pen-Tab Industries, Inc. to Pen-Tab Holdings, Inc. and (ii) incorporate a Delaware subsidiary called Pen-Tab Industries Inc. (also referred to herein as OpCo) of which the Company shall be the sole shareholder. The Company shall transfer all assets and liabilities of the Company into OpCo at least one day prior to the Closing, and the documentation of such transfer shall be reasonably acceptable to the Purchaser.
Formation of Subsidiary. Prior to the Closing, the Buyer formed a wholly owned subsidiary established for the purpose of developing oil properties and has agreed to contribute $200,000 to the capital of the subsidiary, $100,000 of which was contributed at the time of the execution of the Letter of Intent and the balance of which will be contributed at the Closing. The $200,000 shall be used in the sole discretion of Xxxxxx for expenses associated with the operations of the subsidiary. The Buyer agrees to appoint the individual selected by Xxxxxx to serve as the Chief Executive Officer of the subsidiary, subject to such individual’s agreement as to compensation for such services and further subject to a satisfactory background check performed by Buyer. Immediately after the Closing, the Buyer shall transfer the Assets to the subsidiary.
Formation of Subsidiary. The Selected Subsidiary was formed on July 9, 2002 and the Partnership remains its sole member. The Selected Subsidiary shall not engage in any activities prior to the Closing Date other than (i) in connection with seeking to obtain (A) all consents or waivers from the relevant Franchising Authorities, Governmental Authorities or other third parties necessary to transfer the Franchises for all Systems in the Selected Business, (B) any required consents or waivers from the Federal Communications Commission to transfer licenses granted by the Federal Communications Commission to Systems, divisions or other business units in the Selected Business, and (C) all material consents or material approvals of all Persons, other than Governmental Authorities, required for or in connection with the execution, delivery and performance of the Restructuring Transaction Agreements and the consummation of the Restructuring Transactions and (ii) as required in connection with the Refinancing Arrangements (provided that such activities do not otherwise violate this Partnership Agreement). Notwithstanding anything in this Agreement to the contrary, at no time shall the Selected Subsidiary be permitted, or have the power, to become an employer or to establish employee benefit plans or arrangements.
Formation of Subsidiary. It is agreed that Buyer will form a wholly owned subsidiary that will own the Purchased Assets. It is also agreed that Xxx Xxxxxxxxxx shall be Chairman of the Board and President of the subsidiary. It is agreed that Xxx Xxxxx will be appointed as the chief executive officer of the subsidiary, and shall execute an employment agreement with the subsidiary within 30 days after the Closing that will reflect the terms of his employment.
Formation of Subsidiary. Borrower has notified Bank that it created Securities Corp. Bank hereby consents to the formation of Securities Corp., and agrees that the formation of Securities Corp. shall not, in and of itself, constitute an “Event of Default” under Section 6.10 (relative to formation or acquisition of subsidiaries), Section 7.3 (relative to mergers or acquisitions), or Section 7.7 (relative to distributions and investments) of the Loan Agreement. Securities Corp. shall continue to be subject to all of the terms and conditions of the Loan Agreement, applicable to Subsidiaries, including, without limitation, restrictions on investments set forth in the definition of “Permitted Investments” pursuant to Section 13.1 of the Loan Agreement. Securities Corp. is not a co-borrower under the Loan Agreement and Bank hereby waives Borrower’s compliance with the affirmative covenant set forth in Section 6.10(a)-(c) of the Loan Agreement with respect to the Securities Corp.
