New Holdco Sample Clauses

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.
Sample 1
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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.
Sample 1
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.
Sample 1
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.
Sample 1
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).
Sample 1

Related to New Holdco

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Capital Stock of Merger Sub Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Recitals Merger Consideration 2.1(b) Merger Sub.....................................................

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

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

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Stockholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

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