New Entity Sample Clauses

New Entity. In addition to the other provisions herein, the Company and the Holder acknowledge and agree that, in connection with preparations for a Trigger Event, it is expected that the Company may create a new corporation in the United States, which is expected to be in the State of Delaware (“Newco”), to undertake the Trigger Event, and in which event the Company is expected to be acquired by, or merge with, Newco or a subsidiary of Newco, such that Newco will be the entity that completes the Trigger Event (the “Restructuring”).
Sample 1Sample 2Sample 3See All (6)
New Entity. Effective July 1, 2023, the Iowa Department of Human Services (DHS), listed as a party to this Contract, is hereby changed to a new entity, the Iowa Department of Health and Human Services (HHS). “
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New Entity. The Parties will create a new limited liability company (“NewCo”), which will be initially owned 50% by MAGNEGAS and 50% by XXXX. A financial investor or any new partners may be added to expedite the NewCo start up, and any such additional partners may be issued membership an equal, proportional basis) NewCo interests held by MAGNEGAS and XXXX.
Sample 1Sample 2
New Entity. 6 Non-citizen Assignee.....................................................................................6 Nonrecourse Built-in Gain................................................................................6
Sample 1
New Entity. The Company and the Holder acknowledge and agree that, in connection with the IPO, it is expected that the Company shall create a new corporation in the United States, which is expected to be in the State of Delaware (“Newco”), to undertake the IPO, and in which event the Company is expected to be acquired by, or merge with, Newco or a subsidiary of Newco, such that Newco will be the entity that completes the IPO (the “IPO Restructuring”).
Sample 1
New Entity. In addition to the provisions of Section 3(b), the Company and the Holder acknowledge and agree that, in connection with an IPO or a Fundamental Transaction, it is expected that the Company will create a new corporation in the United States, which is expected to be in the State of Delaware (“Newco”), to undertake the IPO or Fundamental Transaction, and in which event the Company is expected to be acquired by, or merge with, Newco or a subsidiary of Newco, such that Newco will be the entity that completes the IPO or Fundamental Transaction (the “Restructuring”).
Sample 1
New Entity a. If before or during the Policy Period the Company acquires or creates a new Subsidiary or acquires an entity by merger or consolidation, coverage under this Policy will automatically apply to: (i) such new entity; (ii) such new entity’s subsidiaries; and (iii) such new entity’s and such new entity’s subsidiaries’ directors, officers, trustees and employees, but only with respect to Claims for Wrongful Acts taking place after such acquisition or creation. b. However, if: (i) such newly acquired entity is a financial institution, healthcare entity or is publicly owned;
Sample 1
New Entity. New Entity agrees to indemnify in full the Company and the Company's officers, directors, employees, agents and stockholders who are not Lenders or their affiliates (collectively, the "Company Indemnified Parties") and hold them harmless against any loss, liability, deficiency, damage, expense or cost (including reasonable legal expenses), whether or not actually incurred or paid (collectively, "Losses"), which the Company Indemnified Parties may suffer, sustain or become subject to, prior to the third anniversary of the Closing as a result of (i) any Prior Action; (ii) the failure to pay any Company Liability; (iii) the breach, inaccuracy or misrepresentation in any of the representations and warranties of the Lenders or New Entity contained in this Agreement or in any exhibits, schedules, certificates or other documents delivered or to be delivered by or on behalf of the Indemnitors pursuant to the terms of this Agreement or Assumption Agreement or Satisfaction or otherwise referenced or incorporated in this Agreement (collectively, the "Related Documents"), or (iv) any breach of, or failure to perform, any agreement of the New Entity or Lenders contained in this Agreement or any of the Related Documents(in addition to any losses arising from the failure to pay any Liability).
Sample 1
New Entity. In addition to the other provisions herein, the Company and the Holder acknowledge and agree that, in connection with preparations for a Trigger Event, it is expected that the Company may create a new corporation in Cayman Islands (“Newco”), to undertake the Trigger Event, and in which event the Company is expected to be acquired by, or merge with, Newco or a subsidiary of Newco, such that Newco will be the entity that completes the Trigger Event (the “Restructuring”).
Sample 1

Related to New Entity

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Entities To register an Account or use the Services, you must be an entity duly formed and legally authorized to operate in the jurisdiction of your formation (“Entity”). If you are registering to use the Zero Hash Services on behalf of a legal entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the Applicable Laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf. You further represent and warrant that: (a) you are at least 18 years if age, (b) have not previously been suspended or removed from using the Zero Hash Services, and (c) have all powers and authority necessary to enter this agreement and in doing so will not violate any other agreement to which you are a party. Zero Hash is not responsible or liable for relying on the representations of your agents, employees, contractors, attorneys, financial advisors, or any other person Zero Hash reasonably believes represents you in the acceptance of this User Agreement or in the acceptance of any other instruction through the Platform or through the Zero Hash System.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which is a Regulated Entity, (ii) any Subsidiary which is an Inactive Subsidiary of the Borrower, (iii) Conserve to Preserve Foundation, a non-profit corporation organized under the laws of the State of New Jersey, (iv) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date, (v) any Project Subsidiary, and (vi) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.19 [Joinder of Guarantors]. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture, except in each case in respect of a Permitted Related Business Opportunity.

  • Real Property Holding Company The Company is not a real property holding company within the meaning of Section 897 of the Code.

Most Referenced Clauses

Most Referenced Definitions