Holdco Ownership and Arrangements. (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) negotiate in good faith and use reasonable best efforts to agree upon 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.
Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall cause Holdco to incorporate Merger Sub under the laws of the Cayman Islands.
Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, Centurium shall incorporate Holdco and depending on the agreed structure, shall cause Holdco to incorporate Merger Sub and any other intermediate holding companies, in each case, under the laws of such jurisdiction(s) as may be agreed by the Majority Initial Consortium Members.
Holdco Ownership and Arrangements. (a) Prior to the execution of the Definitive Agreements (as defined below), the Parties shall incorporate Holdco.
Holdco Ownership and Arrangements. (a) Prior to the execution of the Definitive Agreements, the Co-Founders shall (i) incorporate Holdco, and, if appropriate, shall cause Holdco to incorporate Merger Sub, and any other intermediate holding companies, in each case, under the laws of such jurisdiction(s) as may be deemed necessary by the Co-Founders, and (ii) adopt the memorandum and articles of association of Holdco, Merger Sub and other intermediate holding companies (if any). The Parties further agree that the memorandum and articles of association of Holdco, or if appropriate, Merger Sub, shall become the memorandum and articles of association of the Surviving Company at the Closing.
Holdco Ownership and Arrangements. (a) In connection with the Transaction, Sponsor shall incorporate Holdco and depending on the agreed structure, shall cause Holdco to incorporate Merger Sub, and any other intermediate holding companies.
Holdco Ownership and Arrangements. (a) 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.
Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, Xxxxxx Interactive shall incorporate Holdco and shall cause Holdco to incorporate Merger Sub.
Holdco Ownership and Arrangements. Each Investor’s ownership percentage in Holdco as of immediately following the Closing in exchange for such Party’s Commitment shall be calculated proportionally based on (x) the value of such Party’s Commitment, relative to (y) the aggregate value of all Parties’ Commitments. For the purpose of this Agreement, the initial contemplated ownership percentage (the “Contemplated Ownership Percentage”) of each Investor immediately following the Closing shall be equal to the percentage set forth opposite its name in the column titled “Contemplated Ownership Percentage” on Exhibit A hereto and the corresponding number of Holdco Shares to be issued to each applicable Investor immediately following the Closing is set forth opposite his or its name in the column titled “Holdco Shares” on Exhibit A hereto, without taking into account (i) any equity-linked incentive plan of the Group Companies on terms and conditions agreed by the Investors, (ii) any Holdco Shares to be issued to the Rollover Shareholders (other than the Management Parties) in exchange for their Rollover Shares to be contributed pursuant to the Support Agreement or (iii) any dilution or reallocation of the ownership interest as a result of a Failing Investor unable to fund its Commitment, and such Contemplated Ownership Percentage may be updated, adjusted, revised from time to time to account for a Failing Investor.
Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Lead Investors will arrange to incorporate Holdco and depending on the agreed structure, will arrange for Holdco to incorporate Merger Sub.
