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).
Newco. The Parent will take all action necessary (a) to cause Newco to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, 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 a de minimis amount of cash paid to Newco for the issuance of its stock to the Parent).
Newco. (a) Newco is a limited liability company duly organized, validly existing and in good standing under the Laws of Delaware. Navy Holdco 2 is the sole member of Newco. Newco was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby. Except for obligations expressly incurred under provisions contained in the Transaction Agreements, the NBCU Financing Commitment Letter and the Alternative Financing Agreements, as applicable, Newco has no Liabilities (whether accrued, absolute, contingent or otherwise).
(b) The execution, delivery and performance by Newco of the Transaction Agreements to which it is party and the consummation by Newco of the transactions contemplated by, and the performance by Newco under, the Transaction Agreements to which it is a party, have been duly authorized by all requisite action on the part of Newco and the members of Newco. This Agreement has been and, upon execution and delivery, the other Transaction Agreements to which Newco is a party will be, duly executed and delivered by Newco, and (assuming due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes and, upon execution and delivery, the other Transaction Agreements will constitute, legal, valid and binding obligations of Newco, enforceable against Newco in accordance with their terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(c) GE has previously made available to Comcast a complete and correct copy of the organizational documents of Newco, as amended through the date hereof. The organizational documents of Newco are in full force and effect, and no resolution is pending or has been adopted providing for the amendment thereof (except as reflected therein) or for the dissolution or winding up of Newco. Newco is not in violation of any of the provisions of its organizational documents.
Newco. Newco" shall mean each of Aprisma, Enterasys, GNTS, and ----- Riverstone.
Newco. The parties hereto shall take all actions necessary so that immediately after the Effective Time, the directors and officers of the Company immediately prior to the Effective Time shall be the directors and officers of NewCo immediately after the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of NewCo until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.
Newco. The Acquiror, as the sole stockholder of Newco, shall, upon surrender to the Surviving Corporation of certificates representing the common stock, $1.00 par value, of Newco, receive a certificate representing the number of shares of New Common Stock into which the capital stock of Newco shall have been converted pursuant to Section 3.1(b).
Newco. On the Closing Date, the Buyer shall transfer to Newco the Purchased Interests. Seller hereby consents to the transfer of the Purchased Interests to Newco. The parties acknowledge and agree that other than Newco's obligations pursuant to this Agreement, ownership and management of the Purchased Interests, ownership of any distributions received from the Company and obligations pursuant to the operating agreement with respect to the Company, Newco shall not incur any liabilities or obligations or conduct any business. Buyer hereby covenants and agrees that it will not take, and will cause Newco not to take, any action that would foreseeably cause Newco to be unable to satisfy its obligations hereunder or would foreseeably render such obligations unenforceable, including, without limitation, any action with respect to the sale or other disposition by Newco of any of its assets, the declaration of dividends by Newco, the repurchase, redemption or other acquisition by Newco of any of its stock, the incurrence of indebtedness by Newco, the creation of any liens or encumbrances by Newco on any of its assets, or the merger, consolidation, liquidation or dissolution of Newco.
Newco. The term “Newco” means the entity formed to hold, directly or indirectly, all or substantially all of the Mat Jackup Rig Assets.
Newco. In accordance with Section 251(g) of the DGCL, NewCo agrees to file (and the Company as the sole stockholder of NewCo hereby approves the filing of) an Amended and Restated Certificate of Incorporation of NewCo, containing provisions identical to those in the Certificate of Incorporation of the Company immediately prior to the Effective Time, with the Secretary of State of the State of Delaware prior to the Effective Time, to be effective as of the Effective Time. NewCo further agrees to adopt Amended and Restated Bylaws to be effective prior to and as of the Effective Time containing provisions identical to those in the Second Amended and Restated Bylaws of the Company in effect immediately prior to the Effective Time.
Newco. At the Effective Time, the by-laws of American shall be amended and restated in their entirety to read as set forth on Exhibit C hereto until duly amended as provided therein or by applicable Laws (the “Newco By-Laws”).
