Common use of Holdco Ownership Clause in Contracts

Holdco Ownership. Unless the Parties otherwise agree, prior to the execution of the Merger Agreement, the Parties shall incorporate Holdco and shall cause Holdco to incorporate Merger Sub. The Parties shall agree in good faith the memorandum and articles of association of Holdco and Merger Sub, and the memorandum and articles of association of Merger Sub upon the Closing shall become the form of the memorandum and articles of association of the Surviving Company. The relative ownership of Holdco by the Parties will be based on their relative capital contributions to Holdco (with each Rollover Share being valued at the Merger Consideration), unless otherwise agreed among the Parties; it being understood that each Party’s ownership of Holdco shall not be less than its Respective Proportion (subject to any dilution agreed to by the Parties in connection with the granting of Holdco equity incentive awards, if any, to employees of the Target in connection with the Transaction). For the avoidance of doubt, the Parties agree that the obligation of each Partyto purchase and pay for any Holdco shares to be purchased by them shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Merger Agreement.

Holdco Ownership. Unless the Parties otherwise agree, prior to the execution of the Merger Agreement, the Parties shall incorporate Holdco and shall cause Holdco to incorporate Merger Sub. The Parties shall agree in good faith the memorandum and articles of association of Holdco and Merger Sub, and the memorandum and articles of association of Merger Sub upon the Closing shall become the form of the memorandum and articles of association of the Surviving Company. The relative ownership of Holdco by the Parties will be based on their relative capital contributions to Holdco (with each Rollover Share being valued at the Merger Consideration), unless otherwise agreed among the Parties; it being understood that each Partythe Sponsor’s and the Founder Parties’ aggregate ownership of Holdco shall not be less than its their Respective Proportion (subject to any dilution agreed to by the Parties Founder in connection with the granting of Holdco equity incentive awards, if any, to employees of the Target in connection with the Transaction). For the avoidance of doubt, the Parties agree that the obligation of each Partyto the Founder Parties and the Sponsor to purchase and pay for any Holdco shares to be purchased by them shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Merger Agreement.

Holdco Ownership. Unless the Parties otherwise agree, prior to the execution of the Merger Agreement, the Parties shall incorporate Holdco and shall cause Holdco to incorporate Merger Sub. The Parties Sponsor and the Senior Management Member Representative shall agree in good faith the memorandum and articles of association of Holdco and Merger Sub, and the memorandum and articles of association of Merger Sub upon the Closing shall become the form of the memorandum and articles of association of the Surviving Company. The relative Each Party’s ownership of percentage in Holdco by the Parties will shall be based on their relative its capital contributions to Holdco (with each Rollover Share being valued at the Merger Consideration), unless otherwise agreed among the Parties; it being understood that each Party’s ownership of Holdco shall not be less than its Respective Proportion (subject to any dilution agreed to by the Parties in connection with the granting of Holdco equity incentive awards, if any, to employees of the Target in connection with the Transaction). For the avoidance of doubt, the Parties agree that the obligation of each Partyto the Parties to purchase and pay for any Holdco shares to be purchased by them shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Merger Agreement.