Holdcos Sample Clauses

Holdcos. In the case of the Holdcos only, prior to the date of this Agreement except: (a) as may arise under the Offer, the Tenders, the Transaction Documents, the Market Purchase Facility Agreement, the Market Purchase Agreement, any engagement letter in respect of the High Yield Notes, any other fee or engagement letters entered into in connection with any thereof or in connection with the transactions contemplated in any of them; (b) as may arise under any Treasury Transactions which are permitted under Clause 20.27 (Treasury Transactions) and which are contemplated in the Funds Flow Memorandum; (c) for liabilities for Tax and other customary liabilities for a Holding Company; (d) (in the case of Topco) ownership of the shares in InterCo; (e) (in the case of InterCo) ownership of the shares in PIKCo; (f) (in the case of PIKCo) ownership of the shares in the Borrower; (g) (in the case of the Borrower) ownership of the shares in Bidco; (h) for establishment and administration costs; (i) pursuant to the steps and matters set out in or contemplated by the Structure Memorandum, and (j) in connection with any Market Purchases, including Financial Indebtedness that has been used to make Market Purchases prior to the Closing Date, provided that the same is repaid in full and the facilities therefor are cancelled on or prior to the first Utilisation Date. it has not traded or carried on business and does not have any material assets or any material liabilities or commitments (actual or contingent, present or future).

Holdcos. Xxxx Xxxx Holding Limited White Marble International Limited Ancient Jade International Limited

Holdcos. Company One shall remain a direct or indirect wholly-owned Subsidiary of Itaú Parent and Company Two shall remain a direct or indirect wholly-owned Subsidiary of Corp Group Parent. All Bank Shares held directly or indirectly by Itaú Parent and its Affiliates shall be held by Company One, any Newcos transferred to Itaú Parent pursuant to Section 3.1(c) and Permitted Transferees thereof and all Bank Shares held directly or indirectly by Corp Group Parent shall be held by Company Two, any Newcos transferred to Corp Group Parent pursuant to Section 3.1(c) and Permitted Transferees thereof, and any Bank Shares acquired following the date hereof shall be subject to this Agreement mutatis mutandis.

Holdcos. In the case of the Holdcos only, prior to the date of this Agreement except: (a) as may arise under the Offer, the Tenders, the Transaction Documents, the Market Purchase Facility Agreement, the Market Purchase Agreement, any engagement letter in respect of the High Yield Notes, or any other fee or engagement letters entered into in connection with any thereof or in connection with the transactions contemplated in any of them; (b) for liabilities for Tax and other customary liabilities for a Holding Company;

Holdcos. ICG HOLDINGS 1, LLC ICG HOLDINGS 2, LLC

Holdcos. The Vendors shall have incorporated the Holdcos and caused the Holdcos to become the sole shareholders of the Mega Group and the Vendors to become the sole shareholders of the Holdcos, beneficially in the same proportion as the Vendors hold their Mega Group Shares; and‌

Holdcos. The representations and warranties of each of the HoldCos, as set forth in the HoldCo Joinders, shall be true and correct in all material respects and each of the HoldCos shall have performed or complied with all agreements and covenants required by this Agreement and the HoldCo Joinders to be performed or complied with by it at or prior to the Closing Date, in each case, in all material respects.

Holdcos. Tusimple (Cayman) Limited – Seventh Amended and Restated Shareholders’ Agreement – Schedule 3

Holdcos. New Holdings shall not engage in any trade or business, or own any assets (other than Stock of Borrower) or incur any Indebtedness or Guaranteed Indebtedness (other than the Obligations and the CS First Boston Debt). ICON New Brunswick shall not engage in any trade or business, or own any assets (other than a Borrower Account) or incur any Indebtedness or Guaranteed Indebtedness (other than a guaranty of the Obligations). International Holdings shall not engage in any trade or business or incur any Indebtedness or Guaranteed Indebtedness (other than a guaranty of the Obligations) or own any assets (other than the Stock of ICON Health & Fitness, Ltd., ICON OS, Inc., ICON of Canada and ICON New Brunswick. The Old Holdcos shall not engage in any trade or business or incur any Indebtedness or Guaranteed Indebtedness, except that Intermediate Holdings may remain obligated for up to $7,000,000 of its 14% Senior Discount Notes due 2006. The Old Holdcos will not own any assets, except that Ultimate Holdings may own all of the Stock of Intermediate Holdings; Intermediate Holdings may own all of the Stock of Holdings and Holdings may own .01% of the Stock of New Holdings.

Holdcos. YX MAJOR LIMITED YX MANAGEMENT HOLDING LTD YX MINOR LIMITED