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.
Appears in 3 contracts
Samples: Master Agreement, Master Agreement (General Electric Co), Master Agreement (Comcast Corp)
Newco. As of the date hereof, the authorized capital stock of Newco consists of 100 Newco Shares, all of which are duly authorized and are validly issued, fully paid and nonassessable and not subject to preemptive rights, and, as of the Closing Date, the authorized capital stock of Newco shall consist of a number of Newco Shares as determined by Flex in its sole and absolute discretion to effect the Distribution (a) which will be when issued duly authorized and validly issued, fully paid and nonassessable and not subject to preemptive rights). As of the date hereof, all Newco is Shares are owned by FIUI, and prior to the Distribution Closing will be, owned by FIUI (or a limited liability company duly organizedSubsidiary thereof), validly existing free and clear of any Lien, and there are and as of the Closing there will be no other equity interests authorized, issued or outstanding in good standing under Newco. There are and as of the Laws Closing there will be no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of Delaware. Navy Holdco 2 is the sole member any kind that obligate Newco to issue or sell any shares of capital stock or other securities of Newco or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Newco, and no securities or obligations evidencing such rights are or as of the Closing will be authorized, issued or outstanding. Newco was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities does not have 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 Closing will not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to which it is party and vote (or convertible into or exercisable for securities having the consummation by right to vote) with the stockholders of Newco on any matter. As of the transactions contemplated byEffective Time, 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 each of Newco and its Subsidiaries (including Newco Sub) will have no, assets, liabilities or obligations of any nature other than those incident to its formation, directly or indirectly holding Nextracker OpCo Units or Nextracker Class B Shares (and any matters relating or incident thereto), including directly or indirectly holding any interest in any Subsidiary thereof holding Nextracker OpCo Units or Nextracker Class B Shares (and any matters relating or incident thereto), any liabilities allocated to Newco and its Subsidiaries pursuant to the members of Newco. This Tax Matters Agreement has been and, upon execution and delivery, the other Transaction Agreements pursuant 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)Transactions.
(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.
Appears in 2 contracts
Samples: Merger Agreement (Flex Ltd.), Merger Agreement (Nextracker Inc.)
Newco. As of the Closing (a) Newco is a limited liability company duly organized, validly existing and in good standing under after giving effect to 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 AgreementsRollover, the NBCU Financing Commitment Letter Redemption and the Alternative Financing AgreementsReorganization), the membership units of Newco set forth on the capitalization table of Newco set forth in Section 5.3(b) of the Buyer Disclosure Schedule will be issued and outstanding and the Class A Interests in Newco will be owned of record and beneficially by the Persons identified in such capitalization table (subject to reduction in respect of membership units forfeited by or repurchased from employees or other service providers prior to Closing and transfers permitted by the Buyer Charter Documents of Holdings and Newco, as applicable). As of immediately prior to Closing, and except as set forth in the Amended and Restated Newco has no Liabilities Operating Agreement and with respect to equity interests outstanding under Holdings’ 2015 Equity Incentive Plan and related equity grants (whether accrued, absolute, contingent or otherwise).
(b) The execution, delivery and performance by which will relate to equity interests in Newco as a result of the Transaction Agreements Reorganization), (i) there will be no agreement outstanding pursuant to which it is party and the consummation by Newco of the transactions contemplated by, and the performance by Newco under, the Transaction Agreements any Person has any existing or contingent right to which it is a party, have been duly authorized by all requisite action on the part acquire any equity interest in Newco; (ii) there will be no outstanding obligations of Newco and the members or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities of Newco. This Agreement has been and; (iii) there will be no outstanding options, upon execution and deliverywarrants, the other Transaction Agreements calls, convertible securities, exchangeable securities, rights, puts, commitments or agreements of any character, written or oral, to which Newco is will be a party or by which it 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 be bound providing for the amendment thereof (except as reflected therein) issuance, delivery, sale, transfer, registration, disposition or for the dissolution acquisition, repurchase or winding up of Newco. Newco is not in violation redemption of any of Newco’s Equity Securities or obligating Newco to grant, extend or enter into any such option, warrant, call, convertible security, exchangeable security, right, put, commitment or agreement; (iv) there will be no outstanding or authorized stock appreciation, phantom stock or other similar rights with respect to Newco; and (v) there will be no stockholder agreements, voting trusts, proxies or other similar contracts, agreements, arrangements, commitments, plans or understandings relating to the provisions voting, dividend, ownership or transfer rights of its organizational documentsany Equity Securities of Newco.
Appears in 1 contract
Samples: Equity Purchase and Contribution Agreement (Select Medical Corp)
Newco. (a) Newco is a limited liability company AT&T owns, directly or indirectly, all of the Units as of the Execution Date. As of immediately following the Closing, the authorized capital stock and capital structure of NewCo and ownership of the Units shall be as set forth in the NewCo Operating Agreement.
(b) All of the Units have been duly organizedauthorized, and are validly existing issued, fully paid and in non-assessable. AT&T has good standing title to all Units, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws and those imposed under the Laws NewCo Operating Agreement and the Delaware Act) and, as of Delaware. Navy Holdco 2 is immediately prior to the sole member Closing and at the Closing, the full right, power and authority to transfer and deliver to Investor valid title to the Subscribed Units, and upon delivery by NewCo of Newco. Newco the Subscribed Units at Closing, good and valid title to the Subscribed Units, free and clear of all Encumbrances, shall pass to Investor.
(c) NewCo was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities Transactions and has conducted its operations only serving as contemplated herebythe holding company for the Business as of and following the Closing. Except for obligations expressly and liabilities incurred under provisions contained in the Transaction Agreements, the NBCU Financing Commitment Letter connection with its formation and the Alternative Financing AgreementsTransactions, as applicableNewCo has not and will not (until after Closing) have (i) incurred, Newco has no Liabilities directly or indirectly, any obligations, (whether accruedii) engaged in any business activities of any type or kind whatsoever, absolutedirectly or indirectly, contingent (iii) entered into any agreements or otherwise)arrangements with any Person, or (iv) acquired any material assets or liabilities other than those incidental to its existence.
(bd) The executionOther than as set forth in the NewCo Operating Agreement, delivery there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments of any character under which NewCo is or may become obligated to issue or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any such Units, or any securities or obligations exercisable or exchangeable for or convertible into, such Units, or any “tag-along,” “drag-along” or similar rights with respect to such Units, and performance by Newco no securities or obligations evidencing such rights are authorized, issued or outstanding. Other than as set forth in the NewCo Operating Agreement, the Units are not subject to any voting trust agreement or other Contract restricting or otherwise relating to the voting, dividend rights or disposition of such Units. There are no phantom stock or similar rights providing economic benefits based, directly or indirectly, on the value or price 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)Units.
(ce) GE has previously made available to Comcast a complete and correct copy As of the organizational documents Execution Date, NewCo does not own, directly or indirectly, any capital stock or other equity interests of Newco, as amended through the date hereof. The organizational documents of Newco are any Person or have any direct or indirect equity or ownership interest in full force and effectany business, 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 a member of or participant in violation of any of the provisions of its organizational documentspartnership, joint venture or similar Person.
Appears in 1 contract
Samples: Agreement of Contribution and Subscription (At&t Inc.)