Common use of Formation of the Corporation Clause in Contracts

Formation of the Corporation. Each of Duke and Phillips agree to take such corporate action as is necessary and desixxxxx xx cause Phillips Member Parent to be merged with and into the Duke Member, wixx xxx Xuke Member surviving (such surviving corporation, the "CORPORATION," and such merger, the "MERGER"), immediately prior to the consummation of the IPO. Phillips represents, warrants and agrees that at the time of such Merxxx, (x) Phillips Member Parent shall have no assets or liabilities, contingenx xx xxxerwise, other than through its ownership of its interest in Phillips Member and (ii) Phillips Member shall hxxx xx xssets or liabilities, contingent or otherwise, other than through its ownership of its interest in the Company. Duke represents, warrants and agrees that at the time of the Merger, the Duke Member shall have no assets or liabilities, contingent or otherwise, other than through its ownership of its interest in the Company. Following the Merger and prior to the consummation of the IPO, the percentage of the total number of issued and outstanding shares of Corporation Common Stock owned by (i) Phillips and its Affiliates (other than the Corporation and its Subsixxxxxxx) shall equal the quotient, expressed as a percentage, of (x) Phillips' Corporation Interest upon the consummation of the IPO deterxxxxx xx accordance with Section 3.3(b)(2) divided by (y) the sum of Phillips' Corporation Interest and Duke's Corporation Interest upon txx xxxxxmmation of the IPO determined in accordance with Section 3.3(b)(2) and Section 3.3(b)(3), respectively, and (ii) Duke and its Affiliates (other than the Corporation and its Subsidiaries) shall equal the quotient, expressed as a percentage, of (x) Duke's Corporation Interest upon consummation of the IPO determined in accordance with Section 3.3(b)(3) divided by (y) the sum of Duke's Corporation Interest and Phillips' Corporation Interest upon consummation of the IPO determinex xx xxxordance with Section 3.3(b)(3) and Section 3.3(b)(2), respectively. If necessary, for purposes of the above calculation only, Duke and Phillips shall estimate in good faith the Average Market Price and thx xxxxxx of shares of Corporation Common Stock to be sold to the public. Duke agrees to cause the Duke Shareholder and Phillips agrees to cause the Phillips Shareholder, respectively, to vxxx xxx shares to cause the Cxxxxxxxxon upon consummation of the IPO to have a single class of common stock (the "CORPORATION COMMON STOCK") outstanding and no other classes of capital stock or other securities (except for options to purchase shares of the Corporation Common Stock issued to officers, directors and employees of the Corporation or the Company or its Subsidiaries).

Appears in 1 contract

Samples: Governance Agreement (Phillips Petroleum Co)

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Formation of the Corporation. (a) Each of Duke and Phillips agree Philxxxx xxxees to take such corporate action as is necessary and desixxxxx xx desirable to cause Phillips Member Parent (i) PGCSI to be merged with and into the Duke MemberDEFS Holding, wixx xxx Xuke Member with DEFS Holding surviving (such surviving corporation, the "CORPORATION," Corporation", and such merger, the "MERGERMerger"), immediately prior to the consummation of the IPO and (ii) an Agreement of Merger substantially in the form of Exhibit A (the "Agreement of Merger") to be filed in accordance with the Delaware General Corporation Law. (b) Each of Duke and Philxxxx xxxsently intends that, if the IPO occurs, approximately 20% of the Corporation Common Stock shall be sold by the Corporation pursuant to the IPO (including shares to be issued to officers and employees of the Corporation or the Company concurrently with the IPO. Phillips represents); provided, however, that this percentage may vary depending on market conditions and other factors. (c) Philxxxx xxxresents, warrants and agrees that at the time of such MerxxxMerger, (xi) Phillips Member Parent PGCSI shall have no assets or liabilities, contingenx xx xxxerwise, other than through its ownership of its interest in Phillips Member and (ii) Phillips Member shall hxxx xx xssets or liabilities, contingent or otherwise, other than through its ownership of its interest in the Company. Duke represents, warrants PGC and agrees that at the time of the Merger, the Duke Member (ii) PGC shall have no assets or liabilities, contingent or otherwise, other than through its ownership of its interest in the Company. Following . (d) Duke represents, warrants and agrees that at the Merger and prior to the consummation time of the IPOMerger, the percentage of the total number of issued and outstanding shares of Corporation Common Stock owned by (i) Phillips and its Affiliates (DEFS Holding shall have no assets or liabilities, contingent or otherwise, other than through its ownership of its interest in the Corporation and its SubsixxxxxxxCompany. (e) shall equal the quotient, expressed as a percentage, of (x) Phillips' Corporation Interest upon the consummation of the IPO deterxxxxx xx accordance with Section 3.3(b)(2) divided by (y) the sum of Phillips' Corporation Interest and Duke's Corporation Interest upon txx xxxxxmmation of the IPO determined in accordance with Section 3.3(b)(2) and Section 3.3(b)(3), respectively, and (ii) Duke and its Affiliates (other than the Corporation and its Subsidiaries) shall equal the quotient, expressed as a percentage, of (x) Duke's Corporation Interest upon consummation of the IPO determined in accordance with Section 3.3(b)(3) divided by (y) the sum of Duke's Corporation Interest and Phillips' Corporation Interest upon consummation of the IPO determinex xx xxxordance with Section 3.3(b)(3) and Section 3.3(b)(2), respectively. If necessary, for purposes of the above calculation only, Duke and Phillips shall estimate in good faith the Average Market Price and thx xxxxxx of shares of Corporation Common Stock to be sold to the public. Duke agrees to cause the Duke Shareholder and Phillips agrees Philxxxx xxxees to cause the Phillips ShareholderPhilxxxx Xxxreholder, respectively, to vxxx xxx vote its shares to cause the Cxxxxxxxxon Corporation upon consummation of the IPO to have a single class of common stock (the "CORPORATION COMMON STOCKCorporation Common Stock") outstanding and no other classes of capital stock or other securities (except for options to purchase shares of the Corporation Common Stock issued to officers, directors and employees of the Corporation or the Company or its Subsidiaries).

Appears in 1 contract

Samples: Parent Company Agreement (Duke Energy Field Services Corp)

Formation of the Corporation. (a) Each of Duke and Phillips agree Philxxxx xxxees to take such corporate action as is necessary and desixxxxx xx desirable to cause Phillips Member Parent (i) PGCSI to be merged with and into the Duke MemberDEFS Holding, wixx xxx Xuke Member with DEFS Holding surviving (such surviving corporation, the "CORPORATIONCorporation," and such merger, the "MERGERMerger"), immediately prior to the consummation of the IPO and (ii) an Agreement of Merger substantially in the form of Exhibit A (the "Agreement of Merger") to be filed in accordance with the Delaware General Corporation Law. (b) Each of Duke and Philxxxx xxxsently intends that, if the IPO occurs, approximately 20% of the Corporation Common Stock shall be sold by the Corporation pursuant to the IPO (including shares to be issued to officers and employees of the Corporation or the Company concurrently with the IPO. Phillips represents); provided, however, that this percentage may vary depending on market conditions and other factors. (c) Philxxxx xxxresents, warrants and agrees that at the time of such MerxxxMerger, (xi) Phillips Member Parent PGCSI shall have no assets or liabilities, contingenx xx xxxerwise, other than through its ownership of its interest in Phillips Member and (ii) Phillips Member shall hxxx xx xssets or liabilities, contingent or otherwise, other than through its ownership of its interest in the Company. Duke represents, warrants PGC and agrees that at the time of the Merger, the Duke Member (ii) PGC shall have no assets or liabilities, contingent or otherwise, other than through its ownership of its interest in the Company. . (d) Duke represents, warrants and agrees that at the time of the Merger, DEFS Holding shall have no assets or liabilities, contingent or otherwise, other than through its ownership of its interest in the Company. (e) Following the Merger and prior to the consummation of the IPO, the percentage of the total number of issued and outstanding shares of Corporation Common Stock owned by (i) Phillips and Philxxxx xxx its Affiliates (other than the Corporation and its SubsixxxxxxxSubsidiaries) shall equal the quotient, expressed as a percentage, of (x) PhillipsPhilxxxx' Corporation Xxrporation Interest upon the consummation of the IPO deterxxxxx xx determined in accordance with Section 3.3(b)(22.3(b)(1) divided by (y) the sum of PhillipsPhilxxxx' Corporation Xxrporation Interest and Duke's Corporation Interest upon txx xxxxxmmation the consummation of the IPO determined in accordance with Section 3.3(b)(22.3(b)(1) and Section 3.3(b)(32.3(b)(2), respectively, and (ii) Duke and its Affiliates (other than the Corporation and its Subsidiaries) shall equal the quotient, expressed as a percentage, of (x) Duke's Corporation Interest upon consummation of the IPO determined in accordance with Section 3.3(b)(32.3(b)(2) divided by (y) the sum of Duke's Corporation Interest and PhillipsPhilxxxx' Corporation Xxrporation Interest upon consummation of the IPO determinex xx xxxordance determined in accordance with Section 3.3(b)(32.3(b)(2) and Section 3.3(b)(22.3(b)(1), respectively. If necessary, for purposes of the above calculation only, Duke and Phillips shall Philxxxx xxxll estimate in good faith the Average Market Price and thx xxxxxx the number of shares of Corporation Common Stock to be sold to the publicpublic (including shares to be issued to officers and employees of the Corporation or the Company concurrently with the IPO). Duke agrees to cause the Duke Shareholder and Phillips agrees Philxxxx xxxees to cause the Phillips ShareholderPhilxxxx Xxxreholder, respectively, to vxxx xxx vote its shares to cause the Cxxxxxxxxon Corporation upon consummation of the IPO to have a single class of common stock (the "CORPORATION COMMON STOCKCorporation Common Stock") outstanding and no other classes of capital stock or other securities (except for options to purchase shares of the Corporation Common Stock issued to officers, directors and employees of the Corporation or the Company or its Subsidiaries).

Appears in 1 contract

Samples: Parent Company Agreement (Duke Energy Field Services Corp)

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Formation of the Corporation. (a) Each of Duke and Phillips agree Xxxxxxxx agrees to take such corporate action as is necessary and desixxxxx xx desirable to cause Phillips Member Parent (i) PGCSI to be merged with and into the Duke MemberDEFS Holding, wixx xxx Xuke Member with DEFS Holding surviving (such surviving corporation, the "CORPORATION," Corporation", and such merger, the "MERGERMerger"), immediately prior to the consummation of the IPO and (ii) an Agreement of Merger substantially in the form of Exhibit A (the "Agreement of Merger") to be filed in accordance with the Delaware General Corporation Law. (b) Each of Duke and Xxxxxxxx presently intends that, if the IPO occurs, approximately 20% of the Corporation Common Stock shall be sold by the Corporation pursuant to the IPO (including shares to be issued to officers and employees of the Corporation or the Company concurrently with the IPO. Phillips ); PROVIDED, HOWEVER, that this percentage may vary depending on market conditions and other factors. (c) Xxxxxxxx represents, warrants and agrees that at the time of such MerxxxMerger, (xi) Phillips Member Parent PGCSI shall have no assets or liabilities, contingenx xx xxxerwise, other than through its ownership of its interest in Phillips Member and (ii) Phillips Member shall hxxx xx xssets or liabilities, contingent or otherwise, other than through its ownership of its interest in the Company. Duke represents, warrants PGC and agrees that at the time of the Merger, the Duke Member (ii) PGC shall have no assets or liabilities, contingent or otherwise, other than through its ownership of its interest in the Company. Following . (d) Duke represents, warrants and agrees that at the Merger and prior to the consummation time of the IPOMerger, the percentage of the total number of issued and outstanding shares of Corporation Common Stock owned by (i) Phillips and its Affiliates (DEFS Holding shall have no assets or liabilities, contingent or otherwise, other than through its ownership of its interest in the Corporation and its SubsixxxxxxxCompany. (e) shall equal the quotient, expressed as a percentage, of (x) Phillips' Corporation Interest upon the consummation of the IPO deterxxxxx xx accordance with Section 3.3(b)(2) divided by (y) the sum of Phillips' Corporation Interest and Duke's Corporation Interest upon txx xxxxxmmation of the IPO determined in accordance with Section 3.3(b)(2) and Section 3.3(b)(3), respectively, and (ii) Duke and its Affiliates (other than the Corporation and its Subsidiaries) shall equal the quotient, expressed as a percentage, of (x) Duke's Corporation Interest upon consummation of the IPO determined in accordance with Section 3.3(b)(3) divided by (y) the sum of Duke's Corporation Interest and Phillips' Corporation Interest upon consummation of the IPO determinex xx xxxordance with Section 3.3(b)(3) and Section 3.3(b)(2), respectively. If necessary, for purposes of the above calculation only, Duke and Phillips shall estimate in good faith the Average Market Price and thx xxxxxx of shares of Corporation Common Stock to be sold to the public. Duke agrees to cause the Duke Shareholder and Phillips Xxxxxxxx agrees to cause the Phillips Xxxxxxxx Shareholder, respectively, to vxxx xxx vote its shares to cause the Cxxxxxxxxon Corporation upon consummation of the IPO to have a single class of common stock (the "CORPORATION COMMON STOCKCorporation Common Stock") outstanding and no other classes of capital stock or other securities (except for options to purchase shares of the Corporation Common Stock issued to officers, directors and employees of the Corporation or the Company or its Subsidiaries).

Appears in 1 contract

Samples: Parent Company Agreement (Phillips Petroleum Co)

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