Common use of Holdco Ownership and Arrangements Clause in Contracts

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) Prior to the execution of the Definitive Agreements, the Co-Founders Lead Investor shall (i) incorporate Holdco, and, if appropriate, and shall cause Holdco to incorporate Merger Sub, and any other intermediate holding companies, in each case, under the laws of such jurisdiction(s) and as may be deemed necessary reasonably determined by the Co-Founders, Lead Investor and (ii) adopt in good faith the memorandum and articles of association of Holdco, Merger Sub and other intermediate holding companies (if any), which shall be in a form which is customary for transactions of this nature. The Parties further agree that the memorandum and articles of association of Holdco, or if appropriate, Merger Sub, Sub shall become the memorandum and articles of association of the Surviving Company at the Closing.