New Company. The Company is newly formed and has been operating at a loss and may do so for the foreseeable future and there is no guarantee that the Company will ever achieve profitability;
New Company. (a) New Company is duly organized, validly existing and in good standing (or the equivalent thereof) under the laws of its jurisdiction of organization. New Company was organized solely for the purpose of consummating the Contemplated Transactions and has not engaged in any activities or business, and has incurred no liabilities or obligations and owns no assets whatsoever, in each case, other than those incident to its organization and the consummation of the Contemplated Transactions.
(b) Parent REIT has provided to the Representative complete and accurate copies of the Governing Documents of New Company.
(c) Except for the New Company Common Units to be issued in exchange for the Contributions, there are (x) no equity securities of New Company, (y) no securities of New Company convertible into or exchangeable for equity securities of New Company, and (z) no agreements, arrangements, or other subscriptions, options, warrants, conversion rights, stock appreciation rights, “phantom” stock, stock units, calls, claims, rights of first refusal, rights (including preemptive rights), commitments, arrangements or agreements to which New Company is a party or by which it is bound in any case obligating New Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, stock or other equity securities of New Company, or obligating New Company to grant, extend or enter into any such subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or agreement.
(d) Upon issuance, each New Company Common Unit may be converted into or exchanged for one Parent OP Common Unit, which Parent OP Common Unit shall then be immediately converted into an amount of cash determined in accordance with the Parent OP Agreement, at Parent OP’s election, or one share of Parent Common Stock, in each case as set forth in the New Company Agreement and the Parent OP Agreement. New Company Manager is a wholly owned subsidiary of Parent OP and the manager of New Company.
(e) Each New Company Common Unit to be issued in accordance with the terms of this Agreement and the New Company Agreement will have been duly authorized and validly issued, and will be free and clear of any preemptive rights, restrictions on transfer (other than restrictions under applicable federal, state and other securities Laws and the New Company Agreement), and Liens (other than Liens created by the...
New Company. Merger Sub has been organized for the specific purpose of engaging in the Merger and the other transactions contemplated hereby and has not incurred any material liabilities, conducted any material business, or entered into any material contracts or commitments, in each case except such as are in furtherance of or incidental to such transactions.
New Company. 3.1.1 As soon as practicable after the completion of the Assets transfer stipulated in Chapter 2, the parties shall each contribute their registered capital in order to establish the New Company. After the establishment of the New Company, the New Company shall cooperate with Party A to operate the Business within the Exclusive Cooperation Area.
3.1.2 The registered capital of the New Company shall be RMB 10,000,000. Party A will contribute the Contributed Assets to the New Company and obtain 51% of the equity interests therein; Party B will make a cash contribution of RMB 4,900,000 to the New Company and obtain 49% of the equity interests therein.
New Company. 41 NMS.......................................33
New Company. The joint stock company to be incorporated under the laws of Korea by the parties hereto in the manner provided in section 3.00 hereof, and to be known in Korean as "[ ]" and in English as "[ ]" ](hereinafter referred to as "NEWCO").
New Company. From and after the date hereof, Market Street (the “New Company”) shall be a Company party to the Receivables Purchase Agreement for all purposes thereof as if the New Company were an original party thereto and the New Company agrees to be bound by all of the terms and provisions contained therein.
New Company. Upon the occurrence of a Milestone Event (as such term is defined below), MLFC and SGI shall determine by mutual agreement the terms and conditions for (a) the establishment and formation of a new company ("Newco") as holder of the LFC Patents and LFC Improvements or the transformation of the Company into a corporation engaged in business and commercial operations and activities with respect to the LFC Technology ("BizCo"), (b) contribution by MLFC and SGI into or additional equity contribution by MLFC and SGI into BizCo and (c) if and only if all of the conditions as set forth in Article 13.3 hereof have been satisfied, additional consideration payable to SGI of Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) (the "Transfer Payment") for the Second Transfer by SGI to LFC Co.
New Company. This option refers to the formation of a new commercial entity, whose focus is exclusive to game- based learning product development and sales based on BEACONING outcome. All IPR will be transferred to this company, and project partners will share the revenue under the terms and conditions to be agreed. This alternative includes a product development programme and a strategy for innovation management (e.g. using net income from exploitation, to support post-project research and development). In case this model is preferred based on the assessment framework, BEACONING Executive Board will have to take decisions about this type of exploitation, building a conventional business case for a new company, both within and beyond the project lifetime. Taking a strategic (3–5 years) approach, the Executive Board is requested to:
i) outline the options for the types of business for this New Company that could emerge from BEACONING activities, considering both the market environment that the business would operate in and the products that could be offered (as described in D7.
New Company. The Borrower is a new company formed for the sole purpose of consummating the transactions described in the Purchase Agreements, this Agreement, and all agreements executed and delivered in connection therewith and herewith and its only activities have been incident thereto. Without limiting the foregoing, the Borrower has entered into no contracts or agreements of any nature except those set forth or referred to in this Agreement, the Purchase Agreements and certain agreements executed and delivered in connection therewith and herewith and an agreement with CT Corporation concerning the two (2) independent directors required by Borrower's certificate of incorporation.
