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.
Appears in 7 contracts
Samples: Consortium Agreement (Alpha Spring LTD), Consortium Agreement (Yang Xiaodong), Consortium Agreement (Deng Zhonghan)
Holdco Ownership. (a) Prior to the execution of the Merger Agreement, the Consortium Members Parties shall (ia) incorporate Holdco and shall cause Holdco to incorporate Acquisition CompanyMerger Sub, and (iib) 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 Acquisition CompanyMerger Sub. The Parties agree that the memorandum and articles of association of Acquisition Company Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing.
Appears in 4 contracts
Samples: Consortium Agreement (Bona Film Group LTD), Consortium Agreement (Sequoia Capital China I Lp), Consortium Agreement (Yu Dong)
Holdco Ownership. (a) Prior to the execution of the Merger Agreement, the Consortium Members Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Acquisition CompanyMerger Sub, and (ii) negotiate agree in good faith the terms of the memorandum and articles of association of Holdco and Acquisition CompanyMerger Sub. The memorandum and articles of association of Acquisition Company Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing.
Appears in 3 contracts
Samples: Consortium Agreement (Ma Baoli), Consortium Agreement (WANG Yi), Consortium Agreement (SILVER TRILLION INVESTMENTS LTD)
Holdco Ownership. (a) Prior to the execution of the Merger Agreement, the Consortium Members Parties shall (ia) incorporate Holdco and shall cause Holdco to incorporate Acquisition CompanyMerger Sub, and (iib) negotiate agree to in good faith the terms of the memorandum and articles of association of Holdco and Acquisition Company. The Merger Sub and the memorandum and articles of association of Acquisition Company Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing.
Appears in 3 contracts
Samples: Consortium Agreement (ChinaEquity USD Fund I L.P.), Consortium Agreement (Cnshangquan E-Commerce Co., Ltd.), Consortium Agreement (Cnshangquan E-Commerce Co., Ltd.)
Holdco Ownership. (a) Prior to the execution of the Merger Agreement, the Consortium Members Parties shall (ia) incorporate Holdco and shall cause Holdco to incorporate Acquisition CompanyMerger Sub, and (iib) negotiate agree to in good faith the terms of the memorandum and articles of association of Holdco and Acquisition Company. The Merger Sub and the memorandum and articles of association of Acquisition Company Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing.
Appears in 2 contracts
Samples: Consortium Agreement (ChinaEquity USD Fund I L.P.), Consortium Agreement (Cnshangquan E-Commerce Co., Ltd.)
Holdco Ownership. (a) Prior to the execution of the Merger Agreement, the Consortium Members Parties shall (ia) incorporate Holdco and shall cause Holdco to incorporate Acquisition CompanyMerger Sub, and (iib) negotiate agree in good faith the terms of the memorandum and articles of association of Holdco and Acquisition Company. The Merger Sub and the memorandum and articles of association of Acquisition Company Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing.
Appears in 2 contracts
Samples: Consortium Agreement, Consortium Agreement (Focus Media Holding LTD)
Holdco Ownership. (a) Prior to the execution of the Merger Agreement, the Consortium Members shall Parties will (ia) incorporate Holdco and shall will cause Holdco to incorporate Acquisition CompanyMerger Sub, and (iib) 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 Acquisition CompanyMerger Sub. The Parties agree that the memorandum and articles of association of Acquisition Company shall Merger Sub will become the memorandum and articles of association of the Surviving Company at the Closing.
Appears in 1 contract
