Common use of Holdco Matters Clause in Contracts

Holdco Matters. Holdco I shall have been formed in the manner contemplated by the Term Sheet attached hereto as Exhibit 5.1(c)(ii), with such changes as are acceptable to the Administrative Agent or, if adverse to the interests of the Lenders (as determined by the Administrative Agent in its sole reasonable discretion after reasonable advance notice of such proposed change), acceptable to the Required Lenders, and the Administrative Agent shall be satisfied that such formation shall have occurred in a manner satisfactory to it, including with respect to all matters pertaining to the governance and capitalization of Holdco I and Holdco II. Following such formation, each of the following actions shall have been taken, each on terms and conditions and in form and substance satisfactory to Administrative Agent with structural changes to any of the following which are not adverse to the interests of the Lenders: (A) GOF shall have contributed (or caused to be contributed) to Holdco I and Holdco I shall have, in turn, contributed to Holdco II the rights and obligations under the ICI Agreement; (B) The GOF Bonds shall have been exchanged for equity of Holdco I pursuant to the GOF Restructuring Agreement; (C) CPH (or its Affiliate) shall have contributed (or caused to be contributed) all of its GOF Bonds to Holdco I; (D) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) 19.9% of the Capital Stock of HSCHC to Holdco I, Holdco I shall have contributed or cause to be contributed such Capital Stock to Holdco II and Holdco II shall have, in turn, contributed such Capital Stock to Borrower such that, after giving effect to such contributions, Borrower will own 100% of the equity of HSCHC on the Closing Date; (E) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) all of the Capital Stock of Borrower owned or held by it on the Closing Date to Holdco I, Holdco I shall have contributed such Capital Stock to Holdco II; (F) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) 20% of the Capital Stock of JK Holdings to Holdco I, Holdco I shall have contributed such Capital Stock to Holdco II and Holdco II shall have, in turn, contributed or cause to be contributed such equity to Borrower; (G) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) $500,000 of preferred equity in Huntsman Petrochemical to Holdco I, Holdco I shall have contributed such preferred stock to Holdco II and Holdco II shall have, in turn, contributed or cause to be contributed such preferred stock to Borrower; and (H) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) the contractual rights or an entity solely holding the contractual rights to acquire the Australian Joint Venture Interests to Holdco I, Holdco I shall have contributed such rights to Holdco II and Holdco II shall have, in turn, contributed or cause to be contributed such rights to Borrower.

Holdco Matters. Holdco I shall have been formed in the manner contemplated by the Term Sheet attached hereto as Exhibit 5.1(c)(ii5.1(b)(ii), with such changes as are acceptable to the Administrative Agent or, if adverse to the interests of the Lenders (as determined by the Administrative Agent in its sole reasonable discretion after reasonable advance notice of such proposed change), acceptable to the Required Lenders, and the Administrative Agent shall be satisfied that such formation shall have occurred in a manner satisfactory to it, including with respect to all matters pertaining to the governance and capitalization of Holdco I and Holdco II. Following such formation, each of the following actions shall have been taken, each on terms and conditions and in form and substance satisfactory to Administrative Agent with structural changes to any of the following which are not adverse to the interests of the Lenders: (A) GOF shall have contributed (or caused to be contributed) to Holdco I and Holdco I shall have, in turn, contributed to Holdco II the rights and obligations under the ICI Agreement; (B) The GOF Bonds shall have been exchanged for equity of Holdco I pursuant to the GOF Restructuring Agreement; (C) CPH (or its Affiliate) shall have contributed (or caused to be contributed) all of its GOF Bonds to Holdco I; (D) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) 19.9% of the Capital Stock of HSCHC to Holdco I, Holdco I shall have contributed or cause to be contributed such Capital Stock to Holdco II and Holdco II shall have, in turn, contributed such Capital Stock to Borrower Company such that, after giving effect to such contributions, Borrower contributions the Company will own 100% of the equity of HSCHC on the Closing Date; (E) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) all of the Capital Stock of Borrower the Company owned or held by it on the Closing Date to Holdco I, Holdco I shall have contributed such Capital Stock to Holdco II; (F) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) 20% of the Capital Stock of JK Holdings to Holdco I, Holdco I shall have contributed such Capital Stock to Holdco II and Holdco II shall have, in turn, contributed or cause to be contributed such equity to Borrowerthe Company; (G) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) $500,000 of preferred equity in Huntsman Petrochemical to Holdco I, Holdco I shall have contributed such preferred stock to Holdco II and Holdco II shall have, in turn, contributed or cause to be contributed such preferred stock to Borrowerthe Company; and (H) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) the contractual rights or an entity solely holding the contractual rights to acquire the Australian Joint Venture Interests to Holdco I, Holdco I shall have contributed such rights to Holdco II and Holdco II shall have, in turn, contributed or cause to be contributed such rights to Borrowerthe Company.

Holdco Matters. Holdco I shall have been formed in the manner contemplated by the Term Sheet attached hereto as Exhibit 5.1(c)(iiEXHIBIT 5.1(b)(ii), with such changes as are acceptable to the Administrative Agent or, if adverse to the interests of the Lenders (as determined by the Administrative Agent in its sole reasonable discretion after reasonable advance notice of such proposed change), acceptable to the Required Lenders, and the Administrative Agent shall be satisfied that such formation shall have occurred in a manner satisfactory to it, including with respect to all matters pertaining to the governance and capitalization of Holdco I and Holdco II. Following such formation, each of the following actions shall have been taken, each on terms and conditions and in form and substance satisfactory to Administrative Agent with structural changes to any of the following which are not adverse to the interests of the Lenders: (A) GOF shall have contributed (or caused to be contributed) to Holdco I and Holdco I shall have, in turn, contributed to Holdco II the rights and obligations under the ICI Agreement; (B) The GOF Bonds shall have been exchanged for equity of Holdco I pursuant to the GOF Restructuring Agreement; (C) CPH (or its Affiliate) shall have contributed (or caused to be contributed) all of its GOF Bonds to Holdco I; (D) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) 19.9% of the Capital Stock of HSCHC to Holdco I, Holdco I shall have contributed or cause to be contributed such Capital Stock to Holdco II and Holdco II shall have, in turn, contributed such Capital Stock to Borrower Company such that, after giving effect to such contributions, Borrower contributions the Company will own 100% of the equity of HSCHC on the Closing Date; (E) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) all of the Capital Stock of Borrower the Company owned or held by it on the Closing Date to Holdco I, Holdco I shall have contributed such Capital Stock to Holdco II; (F) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) 20% of the Capital Stock of JK Holdings to Holdco I, Holdco I shall have contributed such Capital Stock to Holdco II and Holdco II shall have, in turn, contributed or cause to be contributed such equity to Borrowerthe Company; (G) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) $500,000 of preferred equity in Huntsman Petrochemical to Holdco I, Holdco I shall have contributed such preferred stock to Holdco II and Holdco II shall have, in turn, contributed or cause to be contributed such preferred stock to Borrowerthe Company; and (H) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) the contractual rights or an entity solely holding the contractual rights to acquire the Australian Joint Venture Interests to Holdco I, Holdco I shall have contributed such rights to Holdco II and Holdco II shall have, in turn, contributed or cause to be contributed such rights to Borrowerthe Company.

Holdco Matters. Holdco I shall have been formed in the manner contemplated by the Term Sheet attached hereto as Exhibit EXHIBIT 5.1(c)(ii), with such changes as are acceptable to the Administrative Agent or, if adverse to the interests of the Lenders (as determined by the Administrative Agent in its sole reasonable discretion after reasonable advance notice of such proposed change), acceptable to the Required Lenders, and the Administrative Agent shall be satisfied that such formation shall have occurred in a manner satisfactory to it, including with respect to all matters pertaining to the governance and capitalization of Holdco I and Holdco II. Following such formation, each of the following actions shall have been taken, each on terms and conditions and in form and substance satisfactory to Administrative Agent with structural changes to any of the following which are not adverse to the interests of the Lenders: (A) GOF shall have contributed (or caused to be contributed) to Holdco I and Holdco I shall have, in turn, contributed to Holdco II the rights and obligations under the ICI Agreement; (B) The GOF Bonds shall have been exchanged for equity of Holdco I pursuant to the GOF Restructuring Agreement; (C) CPH (or its Affiliate) shall have contributed (or caused to be contributed) all of its GOF Bonds to Holdco I; (D) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) 19.9% of the Capital Stock of HSCHC to Holdco I, Holdco I shall have contributed or cause to be contributed such Capital Stock to Holdco II and Holdco II shall have, in turn, contributed such Capital Stock to Borrower such that, after giving effect to such contributions, Borrower will own 100% of the equity of HSCHC on the Closing Date; (E) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) all of the Capital Stock of Borrower owned or held by it on the Closing Date to Holdco I, Holdco I shall have contributed such Capital Stock to Holdco II; (F) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) 20% of the Capital Stock of JK Holdings to Holdco I, Holdco I shall have contributed such Capital Stock to Holdco II and Holdco II shall have, in turn, contributed or cause to be contributed such equity to Borrower; (G) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) $500,000 of preferred equity in Huntsman Petrochemical to Holdco I, Holdco I shall have contributed such preferred stock to Holdco II and Holdco II shall have, in turn, contributed or cause to be contributed such preferred stock to Borrower; and (H) Huntsman Family Holdings II Company, LLC shall have contributed (or caused to be contributed) the contractual rights or an entity solely holding the contractual rights to acquire the Australian Joint Venture Interests to Holdco I, Holdco I shall have contributed such rights to Holdco II and Holdco II shall have, in turn, contributed or cause to be contributed such rights to Borrower.