Incorporation of Newco Sample Clauses

Incorporation of Newco. On or before the Effective Date, incorporate Newco, and cause the board of directors and shareholders of Newco to unanimously approve the Plan of Arrangement, provided that Newco shall have the following characteristics:
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Incorporation of Newco. In the event that the put rights contemplated by Section 6.6, Section 6.7, Section 6.8 or Section 6.9 are exercised by one or more of Zarlink, PTIC and EdgeStone, respectively, the Corporation shall have the right to satisfy its obligations to pay the purchase price under such put rights by arranging for a third party ("Newco"),which may be a sister corporation of the Corporation, to pay the purchase price for the Zarlink Purchased Securities, the PTIC Purchased Securities or the EdgeStone Preferential Purchased Securities, as the case may be. Upon payment by Newco of the purchase price for the Zarlink Purchased Securities, the PTIC Purchased Securities or the EdgeStone Preferential Purchased Securities, as the case may be, the Corporation shall have no further obligations to Zarlink under Section 6.6, to PTIC under Section 6.7 or to EdgeStone under Section 6.8, as the case may be. In addition, the Corporation and Shareholders agree to negotiate in good faith to consider alternative structures to satisfy the put rights in a tax efficient manner.
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Incorporation of Newco. 2.1 A Jersey law purpose trust will be established and will create a Delaware limited partnership (“Newco”) and a Delaware limited liability company (“GP”) as its direct, wholly owned subsidiaries. GP will be the general partner of Newco. GP will have an operating agreement that vests all governance in a manager (“Ultimate Manager”). Ultimate Manager will be a Delaware LLC, owned by the Secured Noteholders pro rata to their ownership of the Secured Notes (or as otherwise agreed by the Secured Noteholders), with decisions on behalf of Ultimate Manager taken by a majority vote of its members. The enforcer, or the supervisor to the enforcer, of the Jersey law purpose trust, will be the Ultimate Manager.
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Incorporation of Newco. 1.1 Global and SC intend to incorporate an agreed upon legal entity in Romania (“NewCo”). The parties hereto intend to incorporate NewCo within sixty (60) days of the date of this Agreement.
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Incorporation of Newco. 2.1 The Secured Noteholders will create a Delaware limited partnership (“Newco”) and a Delaware limited liability company (“GP”), in each case owned by the Secured Noteholders pro rata to their ownership of the Secured Notes (or as otherwise agreed by the Secured Noteholders), such ownership interests (the “Initial Equity”) subject to forfeiture in connection with the effectuation of Step 3.1. GP will be the general partner of Newco. GP will have an operating agreement that vests all governance in a manager (“Ultimate Manager”), a third party fiduciary whose sole purpose will be to manage GP and direct GP and Newco to effectuate the structuring steps described herein (or such other transaction structure or means of implementation as directed by the Requisite Consenting Holders in their sole discretion), with Ultimate Manager subject to supervision by the members of GP, acting by majority vote.
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Incorporation of Newco. Chancery shall incorporate, solely for the purpose of effecting the Merger and the other transactions contemplated by this Agreement, a Bermuda local company and wholly-owned subsidiary of Chancery (“NewCo”) prior to the Closing Date with such memorandum of association and bye-laws as may be agreed between ATN and Chancery. The election described in Section 1.1(i) shall be prepared and filed with the IRS within 75 days of the date on which NewCo is incorporated, and to the extent reasonably possible, before the Merger Effective Time. Following the incorporation of NewCo and until the Merger Effective Time, NewCo shall not own or hold any assets, properties or Liabilities and shall not conduct any business or carry out any operations, other than those incident to its formation or as necessary to carry out its obligations under this Agreement.
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Related to Incorporation of Newco

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

  • 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 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 2001-1 Certificates and the transactions described herein.

  • Incorporation of Documents by Reference The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations, and, when read together with the other information in the Prospectus, (a) at the time the Registration Statement became effective, (b) at the time the Prospectus was issued and (c) on the date of this Agreement, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

  • Incorporation of Plan by Reference The Option is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and the Option shall in all respects be interpreted in accordance with the Plan. The Committee shall interpret and construe the Plan and this instrument, and its interpretations and determinations shall be conclusive and binding on the parties hereto and any other person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder.

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

  • Incorporation of Covenants Reference is made to that certain Credit Agreement (Facility A) dated as of November 24, 1998 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants contained in Article VIII of the Existing Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTS"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply with the Incorporated Covenants, it being agreed that such covenants and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that the Incorporated Covenants (and all other relevant provisions of the Existing Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, which are used in the Incorporated Covenants) are hereby incorporated by reference into this Guaranty to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of Lender, without giving effect to any waiver, amendment, modification or replacement of the Existing Credit Agreement or any term or provision of the Incorporated Covenants occurring subsequent to the date of this Guaranty, except to the extent otherwise specifically provided for in the following paragraph of this Section. In the event a waiver is granted under the Existing Credit Agreement or an amendment or modification is executed with respect to the Existing Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants as incorporated by reference into this Guaranty only if consented to in writing by the Lender. In the event of any replacement of the Existing Credit Agreement with a similar credit facility (the "NEW FACILITY") the covenants contained in the New Facility which correspond to the covenants contained in Sections 8.01 and 8.02, respectively, of the Existing Credit Agreement shall become the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx and, if such consent is not granted or if the Existing Credit Agreement is terminated and not replaced, then covenants contained in Sections 8.01 and 8.02, respectively, of the Existing Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder.

  • Incorporation of Master Lease The terms, covenants and conditions of the Master Lease are hereby incorporated into this Sublease as they apply to the Premises, except as otherwise expressly provided herein. The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease except for those provisions of the Master Lease which are directly contradicted by this Sublease in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of incorporation in this Sublease, (1) wherever in the Master Lease the word “Landlord” is used it shall be deemed to mean the Sublandlord herein, (2) wherever in the Master Lease the word “Tenant” is used it shall be deemed to mean the Subtenant herein, and (3) wherever in the Master Lease the words “Lease”, “Premises”, “Rent” or “Term” are used, such terms shall be deemed to mean this Sublease, the Premises, the Rent hereunder and the Term hereunder, respectively. The time limits contained in the Master Lease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of the tenant thereunder, or for the exercise by the tenant thereunder of any right, remedy or option, are changed for the purposes of incorporation herein by reference by shortening the same in each instance by one (1) day, so that in each instance Subtenant shall have one (1) day less time to observe or perform hereunder than Sublandlord has as the tenant under the Master Lease unless the applicable notice, grace or cure period under the Master Lease is five (5) days or less, in which case such period shall not be shortened. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord or Tenant that is incorporated herein by reference shall be deemed to inure to the benefit of Sublandlord and Landlord, on the one hand, and Subtenant, on the other hand, and any other person intended to be benefitted by said provision, for the purpose of incorporation by reference in this Sublease. Any right of Landlord under the Master Lease of access or inspection, any right of Landlord under the Master Lease to do work in the Premises and any right of Landlord under the Master Lease in respect of rules and regulations, which is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefitted by said provision, for the purpose of incorporation by reference in this Sublease.

  • Incorporation of defined terms (a) Unless a contrary indication appears, a term defined in the Original Facility Agreement has the same meaning in this Agreement.

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