Common use of Holdco Ownership and Arrangements Clause in Contracts

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.

Appears in 6 contracts

Samples: Consortium Agreement (Alibaba Group Holding LTD), Consortium Agreement (Sequoia Capital China Growth Fund I LP), Consortium Agreement (Tang Yan)

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Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties Consortium Members shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Subone or more wholly-owned subsidiaries, including Acquisition Company, 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 Subeach such subsidiary. The Parties agree that the memorandum and articles of association of Merger Sub Acquisition Company shall become the memorandum and articles of association of the Surviving Company at the Closing.

Appears in 4 contracts

Samples: Consortium Agreement, Consortium Agreement (Ma Shing Yung), Consortium Agreement (Sequoia Capital China I Lp)

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 immediately upon the Closing.

Appears in 3 contracts

Samples: Consortium Agreement (Guo Man), Consortium Agreement (Lei Jun), Consortium Agreement (Guo Man)

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 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.

Appears in 3 contracts

Samples: Consortium Agreement (Wang Zhili), Consortium Agreement (Cheung Siu Fai), Consortium Agreement (Qi Guosheng)

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, Sub and (ii) negotiate in good faith and use reasonable best efforts to agree upon the terms of the Definitive Documents and 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.

Appears in 2 contracts

Samples: Consortium Agreement (Tang Jian), Consortium Agreement (Huang Jianjun)

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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, Sub and other intermediate holding companies as may be agreed by the Parties and (ii) negotiate agree in good faith and use reasonable best efforts to agree upon the terms of the memorandum and articles of association of each of Holdco Holdco, Merger Sub and Merger Subother intermediate holding companies (if any). 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.

Appears in 2 contracts

Samples: Consortium Agreement (Zhang Xiao Ping), Consortium Agreement (Zhang Xiao Ping)

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, Sub and other intermediate holding companies as requested by the Financing Banks (if any) and (ii) negotiate agree in good faith and use reasonable best efforts to agree upon the terms of the memorandum and articles of association of each of Holdco Holdco, Merger Sub and Merger Sub. The Parties agree that other intermediate holding companies (if any) 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.

Appears in 2 contracts

Samples: Consortium Agreement (WuXi PharmaTech (Cayman) Inc.), Consortium Agreement (WuXi PharmaTech (Cayman) Inc.)

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the The Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub, and (ii) negotiate agree 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 Sub, which shall become the memorandum and articles of association of the Surviving Company at the Closing.

Appears in 1 contract

Samples: Consortium Agreement (WuXi PharmaTech (Cayman) Inc.)

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