New Parent. If, at any time, (a) the Parent becomes a Wholly Owned Subsidiary of an entity (x) that is an entity organized in a Qualified Jurisdiction and (y) at least a majority of the Equity Interests of which are owned by persons who were, immediately prior to its acquisition of the Parent, shareholders of the Parent, and (b) no Default or Event of Default has occurred and is continuing (or would exist upon such New Parent becoming the Parent), then the Lux Borrower may, by notice to the Administrative Agent, designate such person (the “New Parent”) as the Parent. Following any such designation, and effective upon (i) the execution by such person of a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent by which it agrees to be bound by the terms hereof and assume all obligations of the Parent hereunder and (ii) satisfaction of the Collateral and Guarantee Requirement with respect to such person (which shall be deemed to require that the New Parent become a party to this Agreement as the “Parent” by executing a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and to execute and deliver all Security Documents as the New Parent would have been required to execute on the Closing Date had it been the Parent hereunder at such time, with such modifications to such documentation as may be reasonably required by the Administrative Agent giving effect to the jurisdiction of organization of the New Parent and the assets owned by it) and (iii) satisfaction of the Collateral and Guarantee Requirement with respect to the person which was previously the Parent hereunder (which shall include the requirement that the prior Parent become party to the Subsidiary Guarantee Agreement and thereafter constitute a Subsidiary Loan Party, and execute and deliver such other Security Documents, or modifications thereto, as may be reasonably required by the Administrative Agent), such person shall become the Parent and shall assume all rights and obligations of the Parent hereunder; provided that (x) nothing in this Section 10.08 shall discharge or release the previous Parent from its obligations hereunder until such time as the previous Parent shall become a party to the Subsidiary Guarantee Agreement as a Subsidiary Loan Party and (y) from and after the date upon which the New Parent satisfies the above requirements and becomes the “Parent”, the previous Parent shall be deemed to be a Subsidiary Loan P...
New Parent. If the owners of the Equity Interests of the Company form one or more new parent companies to own directly or indirectly Equity Interests of the Company (any such new parent company, a “New Parent”), then:
(a) such New Parent will be required, pursuant to a supplemental indenture to (a) become a party to this Indenture at the time any such New Parent becomes the direct or indirect owner of any such Equity Interests of the Company and (b) agree to be bound by all applicable provisions of this Indenture, including but not limited to the covenants set forth under Articles 4 , 5, 12 and 13 hereof;
(b) any Subsidiary of such New Parent that is to become one of its Restricted Subsidiaries will, unless it has previously done so, guarantee the Notes by becoming a Guarantor pursuant to a supplemental indenture; and
(c) the Board of Directors of the Company at such time will become the initial Board of Directors of such New Parent.
New Parent. New Parent hereby agrees, as of the date hereof, to be bound by the terms of, and subject to the conditions set forth in, the Indenture as if it were the Original Parent thereunder (so that from and after the date hereof, the provisions of the Notes and the Indenture referring to the Original Parent (in each case, referred to as the “Parent” therein) shall instead refer to the New Parent).
New Parent. On the IPO Related Corporate Reorganization Effective Date, Borrower shall cause New Parent to execute and deliver to Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, (a) such supplements to and/or reaffirmations of the Facility Guaranty and the Security Agreement that Administrative Agent may reasonably request, which documents and agreements will provide that (i) one hundred percent (100%) of the issued and outstanding Equity of Borrower will continue to be pledged to Administrative Agent for the benefit of the Banks to secure the Obligations as required by Section 5.1(a) and (ii) New Parent will, and as a successor by merger to the obligations of Laredo Petroleum, LLC, will continue to, guarantee payment and performance of the Obligations as required by Section 5.3, and (b) such other additional UCC-1 financing statements, closing documents, certificates, authorizing resolutions, organizational documents of New Parent, and legal opinions that Administrative Agent may reasonably request.”
New Parent. Cowen and Ramius have caused New Parent to be organized under the laws of the State of Delaware and each owns 50% of the capital stock of New Parent. The authorized capital stock of New Parent consists of 250,000,000 shares of Class A voting common stock, par value $.01 per share (the “New Parent Class A Common Stock”), of which one share has been issued to Cowen and one share has been issued to Ramius, and 250,000,000 shares of Class B voting common stock, par value $.01 per share (the “New Parent Class B Common Stock”), of which no shares have been issued and 10,000,000 shares of undesignated preferred stock, par value $.01 per share, of which no shares have been issued. Cowen and Ramius shall take, and shall cause New Parent to take, all requisite action to cause the certificate of incorporation of New Parent to be in the form of Exhibit A (the “New Parent Charter”) and the by-laws of the New Parent to be in the form of Exhibit B (the “New Parent By-Laws”), in each case, at the Effective Time.
New Parent. (i) Riesling shall ensure that, as of Closing, (x) the Articles of Association of New Parent, substantially in the form attached hereto as Exhibit F (the “New Parent Articles of Association”) shall be the Articles of Association of New Parent, until thereafter changed or amended as provided therein; and (y) the rules of procedure (Geschäftsordnungen) of the New Parent Board, substantially in the form attached hereto as Exhibit G (the “New Parent Rules of Procedure”) shall be the Rules of Procedure of the New Parent Board.
(ii) Riesling shall cause those persons set forth on Schedule 1.5(b)(ii) to be appointed and elected to the New Parent Board effective at, or promptly after, the Effective Time (unless such persons are as of the Effective Time ineligible under mandatory statutory law).
(iii) Riesling and New Parent shall use their reasonable best efforts to cause the New Parent Board to appoint those persons set forth on Schedule 1.5(b)(iii) as managing directors (Geschäftsführende Direktoren) of New Parent effective at or as soon as practicable after the Effective Time (unless such persons are as of the Effective Time ineligible under mandatory statutory law).
(iv) Riesling and New Parent shall use their reasonable best efforts to cause the New Parent Board to appoint Xxxxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxx as Chief Executive Officer, Xxxxxx X. X’Xxxx as Chief Financial Officer and Xxxxxxx Xxxxxxxxxxxxx as Chief Operating Officer effective at or as soon as practicable after the Effective Time (unless such persons are as of the Effective Time ineligible under mandatory statutory law).
New Parent. Prior to the Closing, Parent, as the sole stockholder of New Parent, and New Parent, shall take all action necessary to elect as directors of New Parent effective as of the Effective Time the directors identified on Exhibit E hereto, each to hold office in accordance with the New Parent Certificate and the New Parent Bylaws, and except as otherwise determined by mutual agreement of the parties prior to the Closing, appoint the persons who are the officers of Parent immediately prior to the Effective Time as officers holding the same offices of New Parent effective as of the Effective Time, each such person to hold office in accordance with the New Parent Certificate and the New Parent Bylaws.
New Parent. Prior to the Effective Time, the Company, as sole stockholder of New Parent, and New Parent, shall take all action necessary to elect as directors of New Parent effective as of the Effective Time the persons who are the directors of the Company immediately prior to the Effective Time, each to hold office from the Effective Time until the earlier of their resignation or removal or until their successors are duly elected or appointed and qualified in the manner provided in the New Parent Charter and New Parent By-laws, or as otherwise provided by law.
New Parent. The officers of New Parent in office immediately prior to the Effective Time shall be the officers of New Parent and will continue to hold office from the Effective Time until the earlier of their resignation or removal or until their successors are duly elected or appointed and qualified in the manner provided in the New Parent Charter and New Parent By-laws, or as otherwise provided by law.
New Parent. As of the Reorganization Effective Date (and after giving effect to the Reorganization), New Parent will not have engaged in any business or activity other than the ownership of Equity Interests in Subsidiaries, activities incidental thereto and actions required by law to maintain its existence.
