Common use of New Parent Clause in Contracts

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 Party for purposes hereof. Any New Parent and any previous Parent shall take all actions reasonably requested by the Administrative Agent to effectuate the foregoing.

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 Party for purposes hereof. Any New Parent and any previous Parent shall take all actions reasonably requested by the Administrative Agent to effectuate the foregoing.

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 a Primary Obligor may, by notice to the Administrative AgentOpioid Trust, 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 Opioid Trust 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 becoming 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)Agreement, 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 Settlement 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 Settlement Party for purposes hereof. Any New Parent and any previous Parent shall take all actions reasonably requested by the Administrative Agent Opioid Trust to effectuate the foregoing.

New Parent. If, at any time, (a) New Parent when formed under the Parent becomes a Wholly Owned Subsidiary laws of an entity (x) that is an entity organized in a Qualified Jurisdiction Bermuda and (y) at least a majority as 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 Effective Time (i) will be an entity duly organized, validly existing and in good standing under the execution by laws of its jurisdiction of organization and will have the requisite corporate power to carry on its business as such person of a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent by which it agrees to business will be bound by the terms hereof and assume all obligations of the Parent hereunder and conducted, (ii) satisfaction will be duly qualified as a foreign corporation to do business, and will be in good standing, in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not have, or would not reasonably be expected to have, a Parent Material Adverse Effect and (iii) all of the Collateral outstanding share capital, shares of capital stock or membership interests of New Parent will be validly issued, fully paid and Guarantee Requirement nonassessable and owned by Parent, free and clear of all liens, claims, or encumbrances, and there will be no proxies outstanding with respect to such person shares or membership interests. (which shall be deemed to require that the b) The Memorandum of Association and Byelaws of New Parent become a party to this Agreement will contain substantially similar provisions as those contained in the “Parent” by executing a joinder agreement in ’s Memorandum of Association and form and substance reasonably satisfactory to the Administrative Agent and to execute and deliver all Security Documents of byelaws attached as the New Parent would have been required to execute on the Closing Date had it been the Parent hereunder at such timeAnnex C hereto, with such modifications changes or amendments as contemplated or otherwise provided by this Agreement with respect to such documentation as may be reasonably required by Parent. (c) As of its date of formation, the Administrative Agent authorized share capital of New Parent will consist of 1,000,000 undesignated preferred shares, par value $0.01 per share, and 1,200,000 common shares, par value $0.01 per share (“New Parent Common Stock”) and prior to the Effective Time, without giving effect to the jurisdiction any subdivision or split of organization shares of the New Parent and the assets owned by it) and (iii) satisfaction of the Collateral and Guarantee Requirement with respect to the person Common Stock 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 split shall be required and not deemed to be a Subsidiary Loan Party for purposes hereofbreach by Parent, New Parent or Merger Sub under this Agreement in order to effect the intent of the parties hereto, 1,200,000 shares of New Parent Common Stock will be outstanding, all of which will be validly issued, fully paid and nonasseable and will be owned directly by Parent or management of Parent. Any Other than as set forth in Section 5.18(c) of the Parent Disclosure Schedule and except as set forth above or otherwise contemplated by this Agreement, at the Effective Time there will not be, any share capital, shares of capital stock or other equity securities of New Parent issued or outstanding or any options, warrants or other rights, agreements, arrangements or commitments obligating New Parent to issue or sell any share capital or shares of capital stock of New Parent to any Person other than Company’s Stockholders or the holders of Company Warrants or Company Stock Options, as the case may be. (d) New Parent will have the requisite corporate power and authority to assume this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The assumption of this Agreement and the consummation by it of the transactions contemplated hereby will be duly authorized by the Board of Directors of New Parent and any previous Parent and no other entity proceedings on the part of each of Parent, New Parent or Merger Sub will be necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement will be duly assumed by New Parent pursuant to the Joinder Agreement and will constitute a valid and binding obligation of it. (e) Prior to the Effective Time, New Parent shall take own directly or indirectly all actions reasonably requested of the properties, assets and rights of Parent which are necessary to conduct Parent’s business as presently being conducted. Prior to execution of the Joinder Agreement or the Contribution, New Parent will not have incurred any material liability (other than any liabilities incurred solely by the Administrative Agent to effectuate the foregoingvirtue of becoming a Parent Subsidiary).