Incorporation and Organization of Newco Sample Clauses

Incorporation and Organization of Newco. PCBC will incorporate, or will cause the incorporation of, Newco under the laws of the State of Delaware.
Sample 1Sample 2
AutoNDA by SimpleDocs
Incorporation and Organization of Newco. SWS will --------------------------------------- incorporate, charter and organize Newco as a Texas corporation.
Sample 1
Incorporation and Organization of Newco. Dacha will complete the incorporation and organization of Newco in the following manner, which incorporation and organization will be completed prior to the closing of the Acquisition (the “Closing”): (a) Newco will be incorporated under the Canada Business Corporations Act; (b) the authorized capital of Newco will be comprised solely of an unlimited number of common shares without par value; (c) the articles of incorporation and bylaws of Newco will be as agreed to by Dacha and Merus Labs, each acting reasonably; (d) Xxxxx Xxxxxxxx will be the sole officer and director of Newco; (e) during the period from the date of incorporation to the date of Closing (the “Closing Date”), Dacha will subscribe for and purchase common shares of Newco (the “Newco Common Shares”) at a price of $1.00 per share; (f) all subscriptions by Dacha for the Newco Common Shares will be paid for by payment of cash to Newco at or prior to the date of issuance of the Newco Common Shares; (g) the amount of cash held by Newco at Closing (the “Newco Closing Cash”), all of which will represent proceeds from the issuance of Newco Common Shares in accordance with Section 2.1(e) , will be not less than $6.0 million, less the amount of cash, if any, invested by Dacha in any Merus Equity Financing (as hereinafter defined) pursuant to Section 3.4 of this Acquisition Agreement; (h) Newco’s assets as at Closing will be comprised exclusively of the Newco Closing Cash received from the subscriptions and payment for the Newco Common Shares; (i) Newco will deposit all Newco Closing Cash in a bank account (the “Newco Bank Account”) established by Newco at the Royal Bank of Canada (the “Newco Bank”); (j) Newco will not enter into any agreements, conduct any business or incur any liabilities prior to the completion of the Acquisition, except to the extent contemplated by this Acquisition Agreement or agreed to by Merus Labs and Dacha; and (k) any other matters relating to the incorporation and organization of Newco not addressed in this Acquisition Agreement will be agreed to by Merus Labs and Dacha, each acting reasonably.
Sample 1
Incorporation and Organization of Newco. (a) Checkmate has caused the incorporation of Newco under the Delaware General Corporation Law ("Delaware Law") with a Certificate of Incorporation in the form set forth in Exhibit B hereto and which Certificate of Incorporation does: (i) authorize the Newco Common Stock to be issued in the Arrangement and the Merger and a sufficient number of shares of Newco Common Stock so that the Call Rights, Exchange Rights and retraction and redemption rights attached to the Exchangeable Shares and the rights of holders of options issued pursuant to IVI Option Plan and Checkmate Stock Option Plans may be honoured; and (ii) create Newco Preferred Stock. (b) Newco has adopted By-laws in the form set forth in Exhibit D hereto; (c) The initial directors of Newco are J. Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxxx, L. Xxxxx Xxxxxxx and Xxxxxxx X. Xxxxx; (d) Prior to the Closing, Newco will file a certificate of designation under Section 151(g) of the Delaware Law in connection with the Newco Special Voting Stock substantially in the form of Exhibit C hereto.
Sample 1

Related to Incorporation and Organization of Newco

  • Incorporation and Organization The Corporation has been incorporated or formed, as the case may be, is organized and is a valid and subsisting corporation or partnership, as the case may be, under the laws of its jurisdiction of existence and has all requisite corporate power and capacity to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof.

  • Due Incorporation and Organization The Adviser is duly organized and is in good standing under the laws of the State of Connecticut and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

  • Incorporation and Good Standing The Company has been duly incorporated or formed and is validly existing and in good standing as a company limited by shares under the laws of the jurisdiction of its formation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. As of the Closing, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is not otherwise disclosed in the Disclosure Package.

  • Organization and Status Purchaser (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation as set forth in the preamble to this Agreement, (b) is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, and (c) has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted. Purchaser has made available to Seller complete and correct copies of the Organization Documents for Purchaser.

  • Organization of Company The Company, a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and the Company is legally qualified to transact business in Illinois. The Company has full power and authority to own or lease and to operate and use its assets and to carry on its business at the Project. There is no pending or threatened proceeding for the dissolution, liquidation, insolvency, or rehabilitation of the Company.

  • Incorporation of Provisions Attachments A through H are attached hereto and incorporated into this contract as if fully set forth herein.

  • Corporate Organization and Good Standing The Company is a corporation ---------------------------------------- duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified and in good standing in all other states where the nature of its business or operations or the ownership of its property requires such qualification.

  • Preservation of Organization The Sellers shall use their best efforts to preserve the business organization of the Company (including Subsidiaries) intact and to persuade all employees of the Company or Subsidiaries to remain in its employment after the Closing; provided that nothing herein contained shall be deemed to constitute an obligation of the Sellers, Purchaser or the Company to continue the employment of any such employee. The Sellers shall also use their best efforts to retain, preserve and maintain the business relations of the Company or the Subsidiaries with its suppliers, customers and others having business relationships with it.

  • Due Incorporation and Good Standing AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

  • Qualification, Organization, Subsidiaries, etc (a) Each of Parent, Merger Sub 1 and Merger Sub 2 is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2. (b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards. (c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!