New Holdco Clause Samples
The 'New Holdco' clause defines the establishment or use of a new holding company (Holdco) in the context of a transaction or corporate restructuring. Typically, this clause outlines how a newly formed entity will acquire, hold, or manage the shares or assets of the operating company, often as part of a merger, acquisition, or investment structure. For example, the clause may specify that all parties will transfer their interests to the New Holdco, which then becomes the parent company of the group. The core function of this clause is to facilitate organizational restructuring, enabling efficient ownership consolidation and potentially providing tax, liability, or operational benefits.
New Holdco. 29.10.1 The Finance Parties hereby consent to the Company and any other member of the Group entering into the Holding Company Scheme provided that New Holdco accedes as a Guarantor to this Agreement in accordance with Clause 32.4 (Additional Guarantors) immediately upon completion of the Holding Company Scheme.
29.10.2 The Finance Parties shall enter into such consent documentation as the Company or New Holdco shall reasonably require consenting to the reduction of share capital and/or share premium account of New Holdco for the purpose of ensuring that the reserve arising upon such reduction shall constitute a distributable reserve.
New Holdco. Shares to rank equally
(a) rank equally in all respects with each other such New Holdco Share; and
(b) be duly and validly issued in accordance with all applicable laws and New Holdco’s memorandum of association and articles of incorporation, fully paid and free from any mortgage, charge, lien, encumbrance or other security interest (except for any lien arising under New Holdco’s articles of incorporation).
New Holdco. In the event that the Holdco and its shareholders propose to establish a new Holdco for purpose of a contemplated IPO or otherwise, the Company shall ensure it receives a number of Equity Securities of such new Holdco proportional to its shareholding in the previous Holdco. To the extent necessary or desirable, in the reasonable opinion of the Class A Shareholder, for another Person to receive such Equity Securities of the new Holdco, such Person shall be jointly identified and designated by the Shareholders, acting reasonably, and the Shareholders (or if applicable, their designees) and such Person shall enter into a new agreement containing substantially the same terms and conditions and reflecting the intention of the Parties as those contained in this Agreement.
New Holdco. (a) Organization of New Holdco. JR and Dakota have caused New Holdco to be organized under the laws of the State of Nevada. The authorized capital stock of New Holdco consists of 100 shares of common stock, par value $0.01 per share (“New Holdco Stock”) of which one share has been issued to JR and one share has been issued to Dakota. Prior to the First Merger Effective Time, JR and Dakota shall each take, and shall each cause New Holdco to take, all requisite action to cause, as of the First Merger Effective Time, (i) the articles of incorporation of New Holdco to be amended and restated to be in the form agreed to by JR and Dakota and (ii) the bylaws of New Holdco to be amended and restated to be in the form agreed to by JR and Dakota. JR and Dakota shall each take, and shall each cause New Holdco to take, all requisite action to cause, as of the Effective Time, each share of capital stock of New Holdco issued and outstanding immediately prior to the First Merger Effective Time to be redeemed for the same amount paid therefor.
New Holdco. Common Stock. Each share of New Holdco Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of this Agreement, automatically be cancelled for no consideration and cease to be issued or outstanding.