Incorporation of Holdco Sample Clauses

Incorporation of Holdco. At some stage following signing of this Agreement and no later than TCAM completing its -1 Earn-Back or -1 Earn-Back, TCAM, in consultation with Fronteer, will incorporate a separate company (“Holdco”) under the laws of Turkey for the Property which will hold title to the Property pursuant to the terms of this Agreement. The actual out-of-pocket cost of incorporating Holdco will be borne by TCAM and Fronteer prorata their interests. Holdco shall be incorporated with a capital structure and in a manner, consistent with this Agreement, which will optimize tax benefits and minimize adverse tax consequences to Holdco and the parties and liability of the parties to the amount of their capital investment in Holdco. The price at which the Property will be transferred to Holdco is at the minimum price permitted by Turkish law, but at least an amount representing the initial capital of Holdco contemplated in paragraph . Holdco will enter into an agreement with each of Fronteer and TCAM on the same terms as this Agreement. Holdco will be formed with corporate objects appropriate for the further exploration and, if feasible, development of the Property. If Holdco is incorporated prior to Fronteer having exercised the Option and this Agreement terminates without the Option being exercised, Fronteer will transfer its shares in Holdco to TCAM for an aggregate price of US$1.00.
Sample 1Sample 2
AutoNDA by SimpleDocs
Incorporation of Holdco. As soon as practicable after the Effective Date, XSEL shall incorporate Holdco under the laws of Hong Kong (the “Holdco Incorporation”) under the corporate name and with company details to be set forth in the Organizational Documents as determined by INTAGE in its sole discretion.
Sample 1
Incorporation of Holdco. 15.1 At some stage following signing of this Agreement and no later than the earlier of: (a) Fronteer delivering the Expenditure Notice with respect to a Property; and (b) 60 days after TCM invokes its Back-in Right with respect to a Property, Fronteer, in consultation with TCM, will incorporate a separate company (“ Holdco”) under the laws of Mexico for such Property which will hold title to such Property pursuant to the terms of this Agreement. The actual out-of-pocket cost of incorporating Holdco will be borne by Fronteer and TCM pro rata their interests. Holdco shall be incorporated with a capital structure and in a manner, consistent with this Agreement, which will optimize tax benefits and minimize adverse tax consequences to Holdco and the parties. The price at which the Property will be transferred to Holdco is at the minimum price permitted by Mexican law, but at least an amount representing the initial capital of Holdco contemplated in §20. Holdco will enter into an agreement with each of TCM and Fronteer on the same terms as this Agreement. Holdco will be formed with corporate objects appropriate for the further exploration and, if feasible, development of the Property. If Holdco is incorporated prior to Fronteer having exercised the Option and this Agreement terminates without the Option being exercised, Fronteer will transfer its shares in Holdco to TCM for an aggregate price of 10 Mexican peso’ s.
Sample 1
Incorporation of Holdco. At some stage following signing of this Agreement and no later than TCAM completing its 12-1 Earn-Back or 00-0 Xxxx-Xxxx, XXXX, in consultation with Fronteer, will incorporate a separate company ("Holdco") under the laws of Turkey for the Designated Property which will hold title to the Designated Property pursuant to the terms of this Agreement. It is acknowledged that if Teck Cominco earns back an interest in more than one Designated Property there will be a separate Holdco for each such Designated Property. The actual out-of-pocket cost of incorporating Holdco will be borne by TCAM and Fronteer prorata their interests. Holdco shall be incorporated with a capital structure and in a manner, consistent with this Agreement, which will optimize tax benefits and minimize adverse tax consequences to Holdco and the parties and liability of the parties to the amount of their capital investment in Holdco. The price at which the Designated Property will be transferred to Holdco is at the minimum price permitted by Turkish law, but at least an amount representing the initial capital of Holdco contemplated in section 15. Holdco will enter into an agreement with each of Fronteer and TCAM on the same terms as this Agreement. Holdco will be formed with corporate objects appropriate for the further exploration and, if feasible, development of the Designated Property. If Holdco is incorporated prior to Fronteer having exercised the Option and this Agreement terminates without the Option being exercised, Fronteer will transfer its shares in Holdco to TCAM for an aggregate price of US$1.00.
Sample 1

Related to Incorporation of Holdco

  • Incorporation of Standard Terms Except as otherwise provided herein, all of the provisions of the Standard Terms are hereby incorporated herein by reference in their entirety, and this Series Supplement and the Standard Terms shall form a single agreement between the parties. In the event of any inconsistency between the provisions of this Series Supplement and the provisions of the Standard Terms, the provisions of this Series Supplement will control with respect to the Series 2001-3 Certificates and the transactions described herein.

  • Ratification and Incorporation of Original Indenture As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

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

  • Incorporation of Plan Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

  • Incorporation of Schedules The Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

  • Incorporation of Recitals The recitals hereto are incorporated herein as part of this Agreement.

  • 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.

  • Merger, Consolidation, Incorporation (a) Notwithstanding any other provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert into or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (each, a “Successor Entity”), or a series of any Successor Entity to the extent permitted by law, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to a Successor Entity, or a series of a Successor Entity to the extent permitted by law, for adequate consideration as determined by the Trustees which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and which may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such Successor Entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class thereof. Any agreement of merger, reorganization, consolidation, exchange or conversion or certificate of merger, certificate of conversion or other applicable certificate may be signed by a majority of the Trustees or an authorized officer of the Trust and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (b) Pursuant to and in accordance with the provisions of Section 3815(f) of the Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 9.3 may effect any amendment to the Trust Instrument or effect the adoption of a new trust instrument of the Trust or change the name of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation. (c) Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, create one or more statutory or business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof. (d) Notwithstanding any provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval, invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but need not) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) or subtrust thereof which is classified as a partnership for federal income tax purposes. Notwithstanding any provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, cause a Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause such series to invest its Trust Property directly in securities and other financial instruments or in another master fund.

  • Due Incorporation The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the respective jurisdictions of their incorporation and have the requisite corporate power to own their properties and to carry on their business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the business, operations or prospects or condition (financial or otherwise) of the Company.

  • Incorporation of Exhibits The Exhibits identified in this Agreement are incorporated herein by reference and made a part hereof.

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