Formation of Subsidiary Sample Clauses

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. 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. In the event that Borrower has not satisfied the Condition Subsequent under SECTION 3.2 hereof on or before March 31, 2010, Borrower promptly shall, but in no event later than April 15, 2010, (i) form a special purpose subsidiary to hold all of its Oil and Gas Properties, (ii) Borrower shall convey all of its Oil and Gas Properties to such Subsidiary subject to the Liens in favor of Administrative Agent, (iii) such Subsidiary shall become an Guarantor hereunder and pledge all of its assets to Administrative Agent as security for its Guaranty and Borrower's Obligations, and (iv) Borrower shall pledge all of the equity in such Subsidiary in favor of Administrative Agent.

Formation of Subsidiary. Island Breeze International, Inc. and IBI shall promptly upon receipt of funds from GM totaling Two Million Dollars ($2,000,000) in the form of: (i) a Six Hundred Thousand ($600,000) equity purchase of Island Breeze International, Inc. stock; and (ii) a One Million Four Hundred Thousand ($1,400,000) Dollar Convertible Note (as further described in Section 3.2), cause to be formed a subsidiary corporation organized in a non-United States Jurisdiction (the “Subsidiary”).

Formation of Subsidiary. Immediately following the Effective Time, the Surviving Corporation shall cause to be filed with the Secretary of State of Delaware a certificate of incorporation for a corporation to be named Pathogenics, Inc. (“New Sub”). New Sub shall be a wholly owned subsidiary of the Surviving Corporation until it is either spun-off or merged with and into the Surviving Corporation in as provided for in Section 7.3 hereof. New Sub shall have a board of directors composed of three (3) persons, Xxxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx and a nominee of Egenix. Xxxxxxxx X. Xxxxx shall serve as President of New Sub and Xxxxxxx X. Xxxxxxx shall serve as Vice President of New Sub. The term of the directors shall be four years, and the directors shall only be subject to removal for breach of fiduciary duty to the New Sub or upon its merger into the Surviving Corporation in as provided for in Section 7.3 hereof. Upon the formation of New Sub, the Surviving Corporation shall contribute to the capital of New Sub all of the assets of Pathogenics existing prior to the Effective Time and New Sub shall assume all of the obligations of Pathogenics existing prior to the Effective Time.

Formation of Subsidiary. Parent covenants that prior to the Closing, Parent shall cause Subsidiary to be formed.

Formation of Subsidiary. Lender hereby acknowledges notice of and hereby consents to the formation of CBCO.

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. 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. The Selected Subsidiary was formed on July 9, 2002 and the Partnership remains its sole member. Notwithstanding anything in this Agreement to the contrary, at no time prior to the Final Restructuring Date shall the Selected Subsidiary be permitted, or have the power, to become an employer or to establish employee benefit plans or arrangements.