Holdco Ownership and Arrangements Sample Clauses

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. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of 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. (c) Each Party shall, in connection with the execution of the Merger Agreement, enter into a rollover agreement in customary form pursuant to which such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if any) shall be cancelled for no Merger Consideration, in exchange for newly issued ordinary shares of Holdco. For the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any). (d) The relative ownership of Holdco by the Parties shall be based on their relative capital contributions (which, for the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement, except as otherwise agreed to by all of the Parties in writing.
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Holdco Ownership and Arrangements. (a) Prior to the execution of the Definitive Agreements (as defined below), the Parties shall incorporate Holdco. (b) Subsequent to the execution of the Merger Agreement, the Parties shall negotiate in good faith and use reasonable best efforts to enter into a shareholders agreement of Holdco that will take effect at the Closing. (c) 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 (including rollover equity), 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. 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 to be set forth in the Definitive Agreements. (d) Chairman and IDG may jointly agree to admit one or more additional investor(s) to the consortium as additional sponsor(s) to provide additional equity capital for the consummation of the Transaction. Any additional sponsor admitted to the Consortium pursuant to this Section 1.4(d) shall execute an adherence agreement to this Agreement in the form attached hereto as Schedule A (the “Adherence Agreement”) and upon its execution of the Adherence Agreement, such additional sponsor shall become an “Additional Sponsor” for purposes of this Agreement.
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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.
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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. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to enter into a shareholders agreement of Holdco that will take effect at the Closing. (c) To finance a portion of the cash needed by Holdco for payment of the consideration in the Transaction, each Sponsor shall, in connection with the execution of the Merger Agreement, (i) enter into a roll-over agreement in customary form pursuant to which it will contribute at the Closing all Target Shares owned by it (if any) to Holdco, and (ii) deliver an equity commitment letter in customary form, pursuant to which, it will fund, at the Closing, cash to Holdco in such amount as set forth in Schedule B. (d) Xxxxxx Interactive, in connection with the execution of the Merger Agreement, shall enter into a roll-over agreement in customary form, pursuant to which it will contribute at the Closing at least approximately 111.8 million Target Shares, representing at least approximately 20.0% of the fully diluted share capital of the Target, to Holdco. (e) The relative ownership of Holdco by the Parties shall be based on their relative capital contributions to Holdco pursuant to Sections 1.2(c) and 1.2(d) (with the Target Shares contributed by the Parties being valued at the same per share consideration as provided in the Merger Agreement), except as otherwise agreed to by all of the Parties in writing. (f) The Sponsor may in its reasonable discretion admit one or more additional investor(s) to the Consortium as additional sponsor(s) (including limited partners of the Sponsor) to provide additional equity capital for the consummation of the Transaction; provided that (i) the Sponsor shall consult with Xxxxxx Interactive in advance and (ii) Xxxxxx Interactive shall have the right to nominate one or more additional sponsor(s) (the admission of which to the Consortium shall be subject to the Sponsor’s consent, which consent shall not be unreasonably withheld, delayed or conditioned). Any additional sponsor admitted to the Consortium pursuant to this Section 1.2(f) shall execute an adherence agreement to this Agreement in the form attached hereto as Schedule C (the “Adherence Agreement”) and upon its execution of the Adherence Agreement, such additional sponsor shall become an “Addit...
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Related to Holdco Ownership and Arrangements

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • Equity Arrangements On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive’s last date of employment with the Company that have not expired to become exercisable, or in the case of any then effective restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on the Change of Control; and

  • Certain Arrangements The Company will not consummate or permit to occur any Section 13 Event unless (A) the Principal Party has a sufficient number of authorized, unissued and unreserved Common Shares to permit the exercise in full of the Rights in accordance with this Section 13 and (B) prior thereto the Company and the Principal Party have executed and delivered to the Rights Agent a supplemental agreement confirming that (1) the requirements of this Section 13 will be promptly performed in accordance with their terms, (2) the Principal Party will, upon consummation of such Section 13 Event, assume this Plan in accordance with Section 13(a) and Section 13(b), (3) such Section 13 Event will not result in a default by the Principal Party pursuant to this Plan (as it has been assumed by the Principal Party) and (4) the Principal Party, as soon as practicable after the date of such Section 13 Event and at its own expense, will: (i) prepare and file a registration statement pursuant to the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (x) become effective as soon as practicable after such filing and (y) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date, and similarly comply with applicable state securities laws; (ii) use its best efforts to list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange or to meet the eligibility requirements for quotation on a national securities exchange and to list (and continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange; (iii) deliver to holders of the Rights historical financial statements for the Principal Party and its Affiliates that comply in all respects with the requirements for registration on Form 10 (or any successor form) promulgated under the Exchange Act; and (iv) take all other action as may be necessary to allow the Principal Party to issue the securities purchasable upon exercise of the Rights.

  • Capitalization and Ownership (a) Section 3.4(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of all the issued and outstanding shares of the capital stock of the Acquired Company. Section 3.4(a) of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate), free and clear of any Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Shares are duly authorized, validly issued, fully paid and nonassessable. There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares. Other than the Shares, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption of any shares of the Acquired Company’s capital stock. (b) The Acquired Company does not own or have any rights to acquire, directly or indirectly, any capital stock or other equity interests of any Person. (c) No bankruptcy, insolvency or dissolution proceedings are applied for, pending or, to the Seller’s Knowledge, threatened with respect to the Acquired Company or the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws of its jurisdiction of organization to file for bankruptcy, insolvency or dissolution.

  • Ownership and Licenses 54 Section 16.01 Property damage.....................................................................................................................55 Section 16.02 Risk of Loss.............................................................................................................................55 Section 16.03 Limitation of HHSC’s Liability..................................................................................................55 Section 17.01 Insurance Coverage................................................................................................................55 Section 17.02 Performance Bond..................................................................................................................57 Section 17.03 TDI Fidelity Bond.....................................................................................................................57

  • Ownership and Control All components of the Placer County Technology Platform, including voicemail, email messages sent and received, files and records created or placed on any County file server, and all data placed onto or accessed by the County’s computer network including internet access, are and remain either the property of or under the control of Placer County and not the User.

  • Tax Arrangements 47.1 Where the Contractor is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration. 47.2 Where the Contractor is liable to National Insurance Contributions (NICs) in respect of consideration received under this Framework Agreement, it shall at all times comply with the Social Security Contributions and Benefits Xxx 0000 (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration. 47.3 The Authority may, at any time during the term of this Framework Agreement, request the Contractor to provide information which demonstrates how the Contractor complies with sub-clauses 47.1 and 47.2 above or why those clauses do not apply to it. 47.4 A request under sub-clause 47.3 above may specify the information which the Contractor must provide and the period within which that information must be provided.

  • Ownership and Restrictions 4.1 You retain all ownership and intellectual property rights in and to Your Content and Your Applications. Oracle or its licensors retain all ownership and intellectual property rights to the Services, including Oracle Programs and Ancillary Programs, and derivative works thereof, and to anything developed or delivered by or on behalf of Oracle under this Agreement. 4.2 You may not, and may not cause or permit others to: a) remove or modify any program markings or any notice of Oracle’s or its licensors’ proprietary rights; b) make the programs or materials resulting from the Services (excluding Your Content and Your Applications) available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific Services You have acquired); c) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by programs), or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to Oracle; d) perform or disclose any benchmark or performance tests of the Services, including the Oracle Programs; e) perform or disclose any of the following security testing of the Services Environment or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; and f) license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use, or otherwise commercially exploit or make available the Services, Oracle Programs, Ancillary Programs, Services Environments or Oracle materials to any third party, other than as expressly permitted under the terms of the applicable order.

  • Protective Arrangements In the event that a Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

  • 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).

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