Holdco Ownership Sample Clauses

Holdco Ownership. (a) Prior to the execution of the Merger Agreement, the Parties shall (a) incorporate Holdco and shall cause Holdco to incorporate Merger Sub, and (b) negotiate and use reasonable best efforts to agree in good faith the terms of the memorandum and articles of association of each of Holdco and Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (b) Each Party’s ownership percentage in Holdco shall be based on the amount of cash paid, and the agreed-upon value of any other consideration contributed, by such Party to Holdco relative to the aggregate amount of cash paid, and the aggregate agreed-upon value of any other consideration contributed, by all of the Parties to Holdco in connection with the Transaction (in ease case, from whatever sources derived). Specifically, the Chairman Parities and each of the Investor Entities agrees to contribute to Holdco at the Closing, in exchange for newly issued equity interests in Holdco, all of the Target Ordinary Shares then held by the Chairman Parties and the Investor Entities based on the same per share consideration as provided in the Merger Agreement, except as may otherwise be agreed by the Parties. If so agreed, Target Ordinary Shares not contributed by the Chairman Parties and the Investor Entities to Holdco at the Closing pursuant to the preceding sentence shall be paid the per share consideration provided for in the Merger Agreement and cancelled at the Closing. For the avoidance of doubt, the Parties agree that the obligation of the Parties to purchase and pay for any Holdco shares shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Merger Agreement.
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Holdco Ownership. (a) Prior to the execution of the Merger Agreement, the Consortium Members shall (i) incorporate Holdco and shall cause Holdco to incorporate Acquisition Company, and (ii) negotiate in good faith the terms of the memorandum and articles of association of Holdco and Acquisition Company. The memorandum and articles of association of Acquisition Company shall become the memorandum and articles of association of the Surviving Company at the Closing. (b) Each Consortium Member’s ownership percentage in Holdco shall be based on the amount of cash paid, and the agreed-upon value of any other consideration contributed, by it to Holdco relative to the aggregate amount of cash paid, and the aggregate agreed-upon value of any other consideration contributed, by all of the Consortium Members to Holdco in connection with the Transaction. For the avoidance of doubt, the Consortium Members agree that the obligation of the Consortium Members to purchase and pay for any Holdco shares shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Acquisition Company to consummate the Transaction to be set forth in the Merger Agreement.
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Holdco Ownership. Unless the Parties otherwise agree, prior to the execution of the Merger Agreement, the Parties shall incorporate Holdco and shall cause Holdco to incorporate Merger Sub. The Parties shall agree in good faith the memorandum and articles of association of Holdco and Merger Sub, and the memorandum and articles of association of Merger Sub upon the Closing shall become the form of the memorandum and articles of association of the Surviving Company. The relative ownership of Holdco by the Parties will be based on their relative capital contributions to Holdco (with each Rollover Share being valued at the Merger Consideration), unless otherwise agreed among the Parties; it being understood that each Party’s ownership of Holdco shall not be less than its Respective Proportion (subject to any dilution agreed to by the Parties in connection with the granting of Holdco equity incentive awards, if any, to employees of the Target in connection with the Transaction). For the avoidance of doubt, the Parties agree that the obligation of each Partyto purchase and pay for any Holdco shares to be purchased by them shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Merger Agreement.
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Holdco Ownership. Unless the Parties otherwise agree, prior to the execution of the Merger Agreement, the Parties shall incorporate Holdco and shall cause Holdco to incorporate Merger Sub. IDG and the Senior Management Member Representative shall negotiate in good faith to agree upon (a) a term sheet (the “Term Sheet”) with respect to the terms and conditions of the Shareholders’ Agreement, (b) the Shareholders’ Agreement, (c) the memorandum and articles of association of Holdco and Merger Sub and (d) the memorandum and articles of association of Merger Sub that upon the Closing shall become the form of the memorandum and articles of association of the Surviving Company. Each Party’s ownership percentage in Holdco shall reflect the respective contributions, financial and otherwise, of such Party and shall be as set forth in Schedule A. Holdco may implement a share incentive plan for its management team in the future, provided that IDG’s ownership percentage in Holdco shall not be diluted solely due to such a share incentive plan, unless consented to by IDG in writing. For the avoidance of doubt, the Parties agree that the obligation of the Parties to purchase and pay for any Holdco shares shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Agreement and Plan of Merger or a similar definitive agreement providing for the Transaction (the “Merger Agreement”).
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Holdco Ownership. (a) Prior to the execution of the Merger Agreement, the Parties shall (a) cause Holdco to incorporate Merger Sub, and (b) agree to in good faith the memorandum and articles of association of Holdco and Merger Sub and the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (b) Each Party’s ownership percentage in Holdco shall be based on the amount of cash paid, and the agreed-upon value of any other consideration contributed, by such Party to Holdco relative to the aggregate amount of cash paid, and the aggregate agreed-upon value of any other consideration contributed, by the Parties to Holdco in connection with the Transaction. Specifically, each of CNshangquan and ChinaEquity agrees to contribute to Holdco at the Closing, in exchange for newly issued equity interests in Holdco, all of the Target Ordinary Shares (including American Depositary Shares of the Target (the “ADSs”), each representing thirty-five Target Ordinary Shares) then held thereby based on the same per share consideration as provided in the Merger Agreement, except as may otherwise be agreed by the Parties. For the avoidance of doubt, the Parties agree that the obligation of the Parties to purchase and pay for any Holdco shares shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Merger Agreement.
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Holdco Ownership. Maintain direct legal and beneficial ownership of 100% of the shares (capital and voting rights) of the HoldCo.
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Holdco Ownership. Holdco, or a successor, as permitted by Article Eleven of the Holdco Mortgage Indenture, shall cease to own 100% of the Capital Stock in the Company.
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Holdco Ownership. (a) Prior to the execution of the Merger Agreement, the Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub, and (ii) agree in good faith the memorandum and articles of association of Holdco and Merger Sub. The memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (b) To finance a portion of the cash needed by Holdco for payment of the consideration in the Transaction, the Sponsor shall, in connection with the execution of the Merger Agreement, deliver an equity commitment letter in customary form, pursuant to which it will fund, at the Closing, a certain amount of cash to Holdco. The amount of the equity capital commitment of the Sponsor shall be further agreed among the Parties. (c) The Founder and the Sponsor may, acting jointly, agree to admit one or more additional member(s) who are existing shareholders of the Company to the Consortium to provide additional equity capital for the consummation of the Transaction by way of contributing immediately prior to the Closing all (or, if agreed to by the Founder, a portion of) Company Shares beneficially owned by it to Merger Sub, in exchange for newly issued equity interests in Holdco. The admission of any rollover shareholder(s) is subject to the joint written consent of the Founder and the Sponsor. Any additional rollover shareholder admitted to the Consortium pursuant to this Section 2.3(c) shall execute an adherence agreement to this Agreement in the form attached hereto as Schedule B (the “Rollover Shareholder Adherence Agreement”) and upon its execution of the Rollover Shareholder Adherence Agreement, such additional rollover shareholder(s) shall become an “Additional Rollover Shareholder” for purposes of this Agreement. The amount of the equity capital commitment of each Additional Rollover Shareholder, if any, shall be further agreed among the Parties when such Additional Rollover Shareholder becomes a Party to this Agreement. (d) Each Rollover Shareholder agrees to enter into a rollover agreement in customary form pursuant to which it will contribute immediately prior to the Closing all (or, if agreed to by the Founder, a portion of) Company Shares beneficially owned by it to Merger Sub, in exchange for newly issued equity interests in Holdco based on the same per share consideration as provided in the Merger Agreement and the price at which the newly issued equity interes...
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Related to Holdco Ownership

  • Equity Ownership All issued and outstanding Capital Securities of the Borrower and each of its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Bank, if any. As of the date hereof, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of the Borrower and each of its Subsidiaries.

  • Company Ownership Company will own its respective right, title, and interest, including Intellectual Property Rights, in and to the Company Data. Company hereby grants BNYM a limited, nonexclusive, nontransferable license to access and use the Company Data, and consents to BNYM's permitting access to, transferring and transmitting Company Data, all as appropriate to Company's use of the Licensed Rights or as contemplated by the Documentation.

  • Property Ownership Each Party agrees and acknowledges that nothing in this Agreement shall be construed as giving a party any proprietary rights in or to the intellectual property of the other party. Each Party further agrees that nothing in this Agreement shall be construed as creating or granting to a party any implied or express license in or to the intellectual property of the other party.

  • Data Ownership BA acknowledges that BA has no ownership rights with respect to the Protected Information.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Management, Ownership The Company shall not materially change its ownership, executive staff or management without the prior written consent of the Secured Party. The ownership, executive staff and management of the Company are material factors in the Secured Party's willingness to institute and maintain a lending relationship with the Company.

  • Share Ownership No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an owner of shares or other securities of any member of FINRA participating in the Offering (other than securities purchased on the open market).

  • Foreign Ownership Seller is not a “foreign person” as that term is defined in the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated pursuant thereto, and Buyer has no obligation under Section 1445 of the U.S. Internal Revenue Code of 1986, as amended, to withhold and pay over to the U.S. Internal Revenue Service any part of the “amount realized” by Seller in the transaction contemplated hereby (as such term is defined in the regulations issued under said Section 1445).

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Financial Attributes of Non-Wholly Owned Subsidiaries When determining the Applicable Margin and compliance by the Borrower with any financial covenant contained in any of the Loan Documents, only the Ownership Share of the Borrower of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included when including financial information from a Subsidiary that is not a Wholly Owned Subsidiary.