HOLDINGS CORPORATION Clause Samples
The 'Holdings Corporation' clause defines the role and status of a holdings corporation within the context of an agreement or legal document. Typically, this clause clarifies that a holdings corporation is an entity created to own shares or interests in other companies, rather than to conduct its own business operations. For example, it may specify the rights, responsibilities, or limitations of the holdings corporation in relation to subsidiaries or investments. The core function of this clause is to establish the legal framework for how the holdings corporation is treated under the agreement, ensuring clarity regarding its purpose and the scope of its activities.
HOLDINGS CORPORATION. By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ --------------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chairman & CEO
HOLDINGS CORPORATION. By: --------------------------- Name: David Eslick ▇▇▇▇▇: ▇▇▇▇ident & CEO --------------------------- NAME Registered address: --------------------------- --------------------------- I, as the Employee's spouse, also agree to be bound by the terms and conditions of this Agreement.
HOLDINGS CORPORATION. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------------- Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Financial Officer U.S.I. Holdings Corporation ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: General Counsel Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ CAPITAL Z FINANCIAL SERVICES FUND II, L.P. By: CAPITAL Z PARTNERS, L.P., its general partner By: CAPITAL Z PARTNERS, LTD., its general partner By: /s/ Illegible ------------------------------------------ Name: Title: Address: Capital Z Partners Ltd ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10012 Tel ▇▇▇.▇▇▇.▇▇▇▇ Fax ▇▇▇.▇▇▇.▇▇▇▇ Attention: ▇▇▇ Spass CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P. By: CAPITAL Z PARTNERS, L.P., its general partner By: CAPITAL Z PARTNERS, LTD., its general partner By: /s/ Illegible ------------------------------------------ Name: Title: Address: Capital Z Partners Ltd ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10012 Tel ▇▇▇.▇▇▇.▇▇▇▇ Fax ▇▇▇.▇▇▇.▇▇▇▇ Attention: ▇▇▇ Spass ATTACHMENT A ------------ [FORM OF WARRANT CERTIFICATE] THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER SOLELY FOR ITS OWN ACCOUNT AND FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION OF ANY SUCH SECURITIES. THE SECURITIES MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (EACH SUCH ACTION, A "TRANSFER") UNLESS (A) SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT DATED AS OF SEPTEMBER 17, 1999 AND THE SHAREHOLDERS' AND WARRANTHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 17, 1999, AS SUCH MAY BE AMENDED, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF U.S.I. HOLDINGS CORPORATION (TOGETHER WITH ITS SUCCESSORS, THE "COMPANY") AND WHICH WILL BE MAILED TO A SECURITYHOLDER WITHOUT CHARGE WITHIN FIVE (5) DAYS AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR FROM SUCH SECURITYHOLDER, (B) EITHER (1) THE TRANSFER IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (2) THE COMPANY SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT NO REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER, AND (C) SUCH TRANSFER SHALL BE IN COMPLIANCE WITH ANY APPLICABLE STATE OR FOREIGN SECURITIES OR "BLUE SKY" LAWS....
HOLDINGS CORPORATION. By: ------------------------------------ Name: Title: Date: September 17, 1999 EXHIBIT A RESOLUTIONS EXHIBIT B BY-LAWS EXHIBIT C CERTIFICATE OF INCORPORATION EXHIBIT D APPROVALS EXHIBIT I-1 TO CREDIT AGREEMENT ---------------- FORM OF OFFICER'S CERTIFICATE OF USIS
HOLDINGS CORPORATION. Mizel will continue to hold this non-officer position at least until December 31, 2002, and thereafter until either party determines to terminate such designation. Holdings and Mizel shall not be unreasonable in any such decision to terminate the designation. Mizel shall provide project or other consulting services to Holdings as reasonably requested by Holdings' CEO and specifically agreed to by Mizel; provided, however, that Mizel may, in his sole and absolute discretion, decline to perform consulting services requested by Holdings. All project or other consulting services are limited to those expressly authorized and directed by Holdings CEO in writing.
HOLDINGS CORPORATION. The undersigned hereby irrevocably elects to exercise --------------------- Series W Warrants represented by the accompanying Series W Warrant Certificate to purchase the shares of Series W Preferred Stock issuable upon the exercise of such Series W Warrants and requests that certificates for such shares be issued in the name of:
HOLDINGS CORPORATION. By: ------------------------ Name: Title: Date: EXHIBIT E [CONFORMED AS EXECUTED] ================================================================================ GUARANTY, INDEMNITY AND SUBORDINATION AGREEMENT dated as of September 17, 1999 U.S.I. HOLDINGS CORPORATION, as Borrower USI INSURANCE SERVICES CORP., as Guarantor and CREDIT LYONNAIS CAYMAN ISLAND BRANCH, as Administrative Agent ================================================================================ TABLE OF CONTENTS ----------------- Page ---- ARTICLE I. DEFINITIONS ........................................................................1
HOLDINGS CORPORATION. By: --------------------------- Name: Title: /1/ Include in the case of a Proposed Borrowing of Revolving Credit Loans. EXHIBIT G-1 TO CREDIT AGREEMENT ---------------- FORM OF REVOLVING CREDIT NOTE THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. REVOLVING CREDIT NOTE --------------------- $ , --------------------- ------------- ------ FOR VALUE RECEIVED, the undersigned, U.S.I. HOLDINGS CORPORATION (the "Borrower"), hereby unconditionally promises to pay to the order of ------------- (the "Revolving Credit Lender") at the office of Credit Lyonnais Cayman Island Branch (the "Administrative Agent"), located at [address], or to the Administrative Agent by wire transfer pursuant to the Administrative Agent's instructions, in lawful money of the United States of America and in immediately available funds, on the Revolving Credit Loan Maturity Date the principal amount of ($ ) or, if less, the aggregate unpaid principal ------------- ------------- amount of all Revolving Credit Loans made or maintained by the Revolving Credit Lender to the Borrower pursuant to Section 2.1 of the Credit Agreement (as hereinafter defined). The Borrower further agrees to pay interest in like money at the Administrative Agent's office, or pursuant to the Administrative Agent's wire transfer instructions, on the unpaid principal amount of this Note at the rates and on the dates specified in Section 3.4 of the Credit Agreement. Unless otherwise defined in this Note, capitalized terms shall have the meanings given them in the Credit Agreement, dated as of September 17, 1999 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among the Borrower, the Revolving Credit Lender, the other banks and financial institutions that are from time to time party thereto, the Administrative Agent and The Chase Manhattan Bank, as syndication agent. The holder of this Note is authorized to record on the schedules to this Note (or any continuation of such schedules) the date, Type and amount of each Revolving Credit Loan made by it pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type...
HOLDINGS CORPORATION. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ -------------------------------------- Name: Title: U.S.I. Holdings Corporation ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: General Counsel Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ The Non-Management Investors (as such term is defined in the Warrantholders' Agreement without giving effect to this Amendment) hereby consent to all of the amendments and modifications to the Warrantholders' Agreement described in this Amendment.
HOLDINGS CORPORATION. By: ------------------------------------ Name: Title: EXHIBIT H-2 TO CREDIT AGREEMENT ---------------- FORM OF SECRETARY'S CERTIFICATE OF BORROWER Pursuant to Section 5.1 of the Credit Agreement, dated as of September 17, 1999 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement")/1/, among U.S.I. Holdings Corporation (the "Company"), the banks and other financial institutions from time to time that are party thereto (the "Lenders"), Credit Lyonnais Cayman Island Branch as administrative agent for the Lenders (the "Administrative Agent") and The Chase Manhattan Bank, as syndication agent, the undersigned, , the [Assistant] ------------------- Secretary of the Company hereby certifies as of the Closing Date as follows in the name and on behalf of the Company: