New Public Company Sample Clauses

New Public Company. In the event the General Partner determines that a Public Liquidity Event should be effectuated by creating a newly incorporated Delaware corporation to serve as a general partner of the Partnership or as the managing member of AS Holdings, it shall take such steps as may be necessary to create PublicCo and to pursue whichever of the following approaches for accessing the public market and achieving liquidity for the Securityholders the General Partner selects: (i) The General Partner may cause PublicCo to sell common stock to the public, in which case, PublicCo shall invest the proceeds of such sale of common stock in additional interests in the Partnership or AS Holdings (as the case may be) and such proceeds shall either be used for the Business or for distribution to the Securityholders. In such event, any Securityholder shall be entitled to cause PublicCo to sell in such public offering, indirectly for the account of such Securityholder, a number of shares of PublicCo common stock equal to the number of shares that such Securityholder would have been able to sell for its own account if it had exchanged its Securities for shares in PublicCo (based on such Securityholder’s proportionate rights to liquidating distributions under Section 4.2 of the Partnership Agreement) and exercised its registration rights described and set forth in Schedule III attached hereto, subject to the terms thereof. Upon such sale, the net proceeds thereof shall be distributed to such Securityholder as a distribution in respect of or in redemption of such Securityholder’s interest in the Partnership. (ii) The General Partner may cause PublicCo to offer to exchange shares of its common stock with any Securityholder for some or all of such Securityholders’ Securities, at any time or from time to time. In such event, the General Partner may cause PublicCo to sell common stock to the public in a primary offering, the proceeds of which would be used for the Business and the General Partner may cause there to occur one or more secondary offerings. In either event, the Securityholders shall have, with respect to their shares of common stock of PublicCo, the registration rights described and set forth in Schedule III attached hereto. (iii) The General Partner may determine that a strategy that combines the above two alternatives would be in the best interests of the parties, in which case the rights of each Securityholder and obligations of the General Partner and its Affiliates under ...
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New Public Company. As defined in Article 16.4(b) of the General Terms and Conditions.
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Related to New Public Company

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

  • Reporting Company/Shell Company The Company is a publicly-held company subject to reporting obligations pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and has a class of Common Stock registered pursuant to Section 12(g) of the 1934 Act. Pursuant to the provisions of the 1934 Act, the Company has timely filed all reports and other materials required to be filed thereunder with the Commission during the preceding twelve months. As of the Closing Date, the Company is not a “shell company” but is a “former shell company” as those terms are employed in Rule 144 under the 1933 Act.

  • Company Capital No Member shall be paid interest on any Capital Contribution to the Company or on such Member’s Capital Account, and no Member shall have any right (i) to demand the return of such Member’s Capital Contribution or any other distribution from the Company (whether upon resignation or otherwise), except upon dissolution of the Company pursuant to Section 18.2 hereof or pursuant to the Share Repurchase Plan or the Repurchase Arrangement, as applicable, (ii) to cause a partition of the Company’s assets, or (iii) to own or use any particular or individual assets of the Company.

  • 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 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").

  • 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.

  • Company The term “

  • 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.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

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