Initial Ownership of Newco Sample Clauses

Initial Ownership of Newco. Simultaneously with the Conveyances contemplated by (ii) and (iii) of Sections 1.01(b) and in further consideration of the transactions contemplated to occur in clauses (iv)-(viii) of Section 1.01(b), Newco will issue Shares to Oracle Lux, Xxxxxx Lux and Xxxx Xxx as may be necessary such that, after giving effect to such issuance and the transactions contemplated by Section 1.01(b)(viii), (a) Oracle Lux will own all right, title and interest to a number of Shares (the “Oracle Interests”) constituting a 44% ownership interest in Newco (the “Oracle Percentage Interest”), (b) Xxxxxx Lux will own all right, title and interest to a number of Shares (the “Xxxxxx Interests”) constituting a 44% ownership interest in Newco (the “Xxxxxx Percentage Interest”), which Xxxxxx Percentage Interest shall be held solely by Xxxxxx Lux following the Conveyance contemplated by Section 1.01(b)(iv), and (c) Xxxx Xxx will own all right, title and interest to a number of Shares (the “Iris Interests”) constituting a 12% ownership interest in Newco (the “Iris Percentage Interest”), which Iris Percentage Interest shall be held solely by Xxxx Xxx following the Conveyance contemplated by Section 1.01(b)(iv).
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Initial Ownership of Newco. ONS shall be the initial stockholder of Newco, and shall own one share of Newco common stock.

Related to Initial Ownership of Newco

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Initial Ownership Upon the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5 and until the issuance of the Certificate to the initial Certificateholder, the Depositor shall be the sole beneficiary of the Trust.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Ownership of Seller Credit Acceptance is the sole owner of the membership interests of the Seller, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company.

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • Ownership of Developments All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Executive during the course of performing work for the Company or its clients (collectively, the "Work Product") shall belong exclusively to the Company and shall, to the extent possible, be considered a work made by the Executive for hire for the Company within the meaning of Title 17 of the United States Code. To the extent the Work Product may not be considered work made by the Executive for hire for the Company, the Executive agrees to assign, and automatically assign at the time of creation of the Work Product, without any requirement of further consideration, any right, title, or interest the Executive may have in such Work Product. Upon the request of the Company, the Executive shall take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Ownership of Technology As between the Parties, each Party shall own and retain all right, title, and interest in and to any and all Inventions and Information that are conceived, discovered, developed, or otherwise made solely by or on behalf of such Party (or its Affiliates or Sublicensees) under or in connection with this Agreement, whether or not patented or patentable, and any and all Patents and other intellectual property rights with respect thereto.

  • Ownership of Deliverables Unless otherwise agreed in this Agreement, Contractor hereby assigns to the JBE ownership of all Deliverables, any partially-completed Deliverables, and related work product or materials. Contractor agrees not to assert any rights at common law, or in equity, or establish a copyright claim in any of these materials. Contractor shall not publish or reproduce any Deliverable in whole or part, in any manner or form, or authorize others to do so, without the written consent of the JBE.

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