New Holding Company Sample Clauses

New Holding Company. (a) On or after the Acquisition Date, PLC shall be entitled to become a wholly-owned Subsidiary of a newly incorporated company (the New Holding Company) and the Facility Agent is irrevocably authorised by each other Finance Party to agree and enter into amendments to this Agreement with the Obligors’ Agent to reflect the provisions of paragraph (c) below, provided that the conditions set out in paragraph (b) below are satisfied. (b) The conditions referred to in paragraph (a) above are: (i) the New Holding Company must be incorporated in England and Wales and be listed on the London Stock Exchange; (ii) the New Holding Company must enter into a new deed poll guarantee on substantially the same terms as the Company Parent Guarantee given by PLC; (iii) the Facility Agent must be satisfied (acting reasonably) that the obligations of the New Holding Company are guaranteed by Limited under Limited’s existing Company Parent Guarantee or any replacement Company Parent Guarantee to which Limited is a party; (iv) PLC and the New Holding Company shall deliver a certificate signed by two Authorised Signatories of PLC and the New Holding Company confirming that the new deed poll guarantee of the New Holding Company applies to the obligations of the Obligors under the Finance Documents and such obligations will not be excluded obligations for the purposes of that deed poll guarantee; (v) if any Loan has been borrowed by PLC which is still outstanding at that time the Obligors’ Agent shall designate whether (1) PLC shall continue to be the Borrower in respect of such Loan or (2) such Loan shall be novated to the New Holding Company (in which case, the designation notice must attach the documents listed in Part 4 of Schedule 2 (Conditions Precedent), in form and substance satisfactory to the Facility Agent (acting reasonably)); (vi) the New Holding Company acceding to this Agreement as a Company and an Additional Borrower in accordance with Clause 33.2 (Additional Borrowers), in respect of which accession the documents to be provided to the Facility Agent shall be those listed in Part 4 (and not Part 3) of Schedule 2 (Conditions Precedent); and (vii) PLC shall continue to be a guarantor under this Agreement until such date as the aggregate amount of Financial Indebtedness of PLC (excluding for this purpose the Financial Indebtedness under this Agreement and any other Financial Indebtedness which is expressed to terminate at the same time as the guarantee of PLC under th...
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New Holding Company. Seller shall be entitled to transfer the Purchased Stock and/or all or any portion of the Company Debt prior to the Closing to a newly formed, wholly owned corporation or limited liability company subsidiary of Seller ("Newco"), in which case Newco shall be the record and beneficial owner of the Purchased Stock and such transferred Company Debt prior to the Closing and the actual seller of the Purchased Stock to Purchaser. No such transfer shall limit or affect in any manner (i) the covenants, liabilities and obligations of Seller under this Agreement, including without limitation the obligation of Seller to cause the Purchased Stock to be sold to Purchaser, and the obligations of Seller under Section 2.1 and Article 10 hereof, or (ii) the representations and warranties made in this Agreement, except that, if such transfer occurs, the representations and warranties in Sections 5.1, 5.2, 5.3, 5.5 and 5.6 shall be revised to include Newco and reflect the transfer, and such transfer shall not be deemed to violate or conflict with Section 5.9 or Section 8.
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New Holding Company. In the event of a Holding Company Reorganisation approved by the Board and the holders of at least 60% of the Ordinary Shares (a "Proposed Reorganisation"), all Shareholders shall (a) to the extent entitled to do so, consent to, vote for, raise no objections to and waive any applicable rights in connection with the Proposed Reorganisation and (b) take all such actions to tender their Shares as required pursuant to the Proposed Reorganisation (the "Reorganisation Actions"). The Shareholders shall be required to take all Reorganisation Actions with respect to the Proposed Reorganisation as are required by the Board to facilitate the Proposed Reorganisation. If any Shareholder fails to comply with the provisions of this Article, the Company shall be constituted the agent of each defaulting Shareholder for taking the Reorganisation Actions as are necessary to effect the Proposed Reorganisation and the Directors may authorise an officer or member to execute and deliver on behalf of such defaulting Shareholder the necessary documents to effect the Proposed Reorganisation, including, without limitation, any share exchange agreement and/or stock transfer form.
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New Holding Company. Prior to, or substantially simultaneously with, the Closing, Seller shall contribute (the “Contribution”) all of the issued and outstanding common stock of the Company to a newly formed limited liability company and wholly owned subsidiary of Seller (“New Holdco”), which shall be classified for U.S. federal income Tax purposes as an entity disregarded from its owner. Notwithstanding anything herein to the contrary, at the Closing, Buyer shall purchase all of the issued and outstanding equity interests of New Holdco (“New Holdco Equity”) rather than the Company. At the Closing, all references herein to “Group Companies” shall include “New Holdco”, all references herein to the “Company” shall instead refer to “New Holdco” and all references herein to “Purchased Shares” shall instead refer to “New Holdco Equity.”
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New Holding Company. 55 Non-Storage Leases............................................................11 Note .....................................................................11
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New Holding Company. (a) The Company may, at its election, form a new holding company subsidiary (the "EUROPEAN HOLDING COMPANY") in Spain (or, subject to the conditions set forth in this Section 7.19, in such other jurisdiction as may be agreed by the Administrative Agents in their sole discretion), which shall be wholly-owned by the Company and into which the Company will contribute or cause to be contributed (i) the shares of Stock of Polaroid International B.V., a company incorporated in The Netherlands ("POLAROID INTERNATIONAL"), and (ii) the shares of Stock of such other Foreign Subsidiaries of the Company as the Company may designate. (b) Upon its formation and prior to the transfer of any shares of Stock to the European Holding Company, the European Holding Company shall elect to be treated as a "disregarded entity" for United States federal tax purposes, pursuant to Treasury Regulation Section 301.7701-3. In the event the European Holding Company is not an entity eligible to make such election or does not elect to be treated as a "disregarded entity", the provisions of this Section 7.19 shall apply only to the extent the Administrative Agents shall agree in advance in writing and no transfer shall be made hereunder absent such written consent, which consent shall not be unreasonably withheld. 111 (c) Upon formation of the European Holding Company, the Company shall deliver the following in form and substance reasonably satisfactory to the Administrative Agents: (i) evidence that the European Holding Company has been duly incorporated and is a wholly-owned Subsidiary of the Company; (ii) appropriate Collateral Documents pursuant to which the European Holding Company shall be treated for all purposes as a US Guarantor and not as a Foreign Subsidiary under this Agreement but pursuant to which it shall pledge not more than 65% of the voting Stock (but 100% of any non-voting Stock) of any Foreign Subsidiaries that it holds and pursuant to which the Company shall pledge not more than 65% of the voting Stock (but 100% of any non-voting Stock) of the European Holding Company; (iii) favorable opinions of (A) Dechert, counsel to the Loan Parties, (B) counsel to the European Holding Company in the jurisdiction of its formation, and (C) counsel to the European Holding Company (and to any other Foreign Subsidiary the Stock of which is proposed to be transferred to the European Holding Company) in The Netherlands and any other relevant jurisdiction, in each case addressed to the Ad...
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Related to New Holding Company

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • SUCCESSOR TO THE HOLDING COMPANY The Holding Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Institution or the Holding Company, expressly and unconditionally to assume and agree to perform the Holding Company's obligations under this Agreement, in the same manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place.

  • Bank Holding Company Act Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

  • Holding Companies (a) In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, the ABL Loan Documents, the Second Lien Loan Documents, any Specified Refinancing Debt or any Specified Second Lien Refinancing Debt, (ii) incur any Indebtedness (other than (x) the First Lien Obligations, the ABL Obligations and the Second Lien Obligations, (y) intercompany Indebtedness incurred in lieu of Restricted Payments permitted under Section 7.06 and Indebtedness of the type described in Sections 7.03(i) through (m) (other than Section 7.03(k)(B)), 7.03(o) and 7.03(p) and (z) Guarantees of Indebtedness permitted by Section 7.03(n), (s), (t), (u) or (v)), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document, any ABL Loan Document or any Second Lien Loan Document, Permitted Other Indebtedness Liens, Specified Refinancing Liens, Specified Second Lien Refinancing Liens or non-consensual Liens arising solely by operation of law); or (iv) make any Investments (other than (x) Investments in the Borrower or its Restricted Subsidiaries (including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section 7.02) or (y) Investments of the type permitted by Section 7.02(a), (b), (h), (k) or (m). (b) In the case of GYP IV or GYP V, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to their ownership of the Equity Interests of GYP V or the Canadian ULCs, as applicable, (ii) incur any Indebtedness (other than (y) intercompany Indebtedness incurred in lieu of Restricted Payments permitted under Section 7.06 and Indebtedness of the type described in Sections 7.03(i) through (m) (other than Section 7.03(k)(B)), 7.03(o) and 7.03(p) and (z) Guarantees of Indebtedness permitted by Section 7.03(f) (to the extent incurred by a Foreign Subsidiary), (n) (to the extent incurred by a Foreign Subsidiary) and (w)), or (iii) make any Investments (other than (x) Investments in GYP V, the Canadian ULCs or their Subsidiaries (including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section 7.02), (y) Investments of the type permitted by Section 7.02(a), (b), (c), (h), (i), (k) or (m) or (z) in the case of GYP IV, that certain $390,000,000 promissory note, dated as of the Third Amendment Effective Date, between GYP IV, as lender, and GYP Canada Holdings LP, as borrower). (c) Nothing in this Section 7.14 shall prevent Holdings, GYP IV or GYP V from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Transactions, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) making Restricted Payments or Dispositions (other than Dispositions of the Equity Interests of the Borrower), (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vi) holding any cash and Cash Equivalents (but not operating any property), (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities incidental to the foregoing.

  • Holding Company Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Restricted Subsidiaries; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing.

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

  • 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.

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • 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.

  • Public Utility Holding Company Act Neither the Company nor any of its Subsidiaries is a "holding company", or an "affiliate" of a "holding company" or a "subsidiary company" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended.

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