Organization of Holding Company Sample Clauses

Organization of Holding Company. Cardiac and Xxxxxxx have organized Holding Company under the laws of the State of Delaware for the purposes of effecting the transactions contemplated hereby. The authorized capital stock of Holding Company consists of one hundred (100) shares of Common Stock, of which one (1) share is issued to and owned beneficially and of record by Cardiac and one (1) share is issued to and owned beneficially and of record by Xxxxxxx. Prior to the Effective Time, Cardiac and Xxxxxxx shall take, and shall cause Holding Company to take, all requisite action to cause the certificate of incorporation of Holding Company to be amended and restated in the form attached hereto as Exhibit A-1 (the "Holding Company Certificate of Incorporation") and the bylaws of Holding Company to be amended and restated in the form attached hereto as Exhibit A-2, in each case as of immediately after the effective time of the Cardiac Merger. The directors and officers of Holding Company at, or immediately after, the effective time of the Cardiac Merger shall be as provided in Section 8.9 and 8.10. Cardiac and Xxxxxxx shall take, and shall cause Holding Company to take, all requisite action to cause Holding Company to change its name to "Cardiac Science Corporation" and to cause the Nasdaq ticker symbol of Holding Company to be changed to "DFIB" at or promptly after the effective time of the Cardiac Merger.
Sample 1
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Organization of Holding Company. Prior to the execution of ------------------------------- this Agreement, VoiceStream has organized Holding Company under Delaware Law. The authorized capital stock of Holding Company shall consist of 400,000,000 shares of common stock, par value $0.001 per share (the "Holding Company Common Stock"), of which one share shall be issued to VoiceStream at a price of $2.00, and 5,000,000 shares of preferred stock, par value $0.001 per share.
Sample 1
Organization of Holding Company. As promptly as practicable following the execution of this Agreement, Agribrands and Ralcorp will cause Holding Company to be organized under Missouri law. The authorized capital stock of Holding Company will consist of 100 shares of common stock, par value $ 0.01 per share (the "Holding Company Common Stock").
Sample 1
Organization of Holding Company. The Certificate of Incorporation and Bylaws of the Holding Company shall be in such forms as shall be mutually determined by Parent and DEI; provided that the Certificate of Incorporation of Holding Company shall be amended to be substantially in the form of the Articles of Incorporation of Parent and to preserve the existing rights afforded to shareholders thereunder (subject to any changes required in accordance with the provisions of Delaware General Corporate Law). The Certificate of Incorporation of Holding Company will additionally be amended to provide that the authorized capital stock of Holding Company shall consist initially of shares of common stock, no par value (the "Holding Company Common Stock") and shares of preferred stock, no par value (the "Holding Company Preferred Stock"). 1
Sample 1
Organization of Holding Company. Holding Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Holding Company has conducted no business prior to the execution and delivery of this Agreement.
Sample 1
Organization of Holding Company. Prior to the filing of the Registration Statement, Buyer shall cause the Holding Company to be organized under the MGCL or the laws of such other jurisdiction as it may select in consultation with Seller. Buyer shall cause the board of directors of the Holding Company to approve this Agreement and will cause the Holding Company to become a party to this Agreement. Buyer reserves the right to use a different name for the Holding Company, after consultation with and agreement of the Seller.
Sample 1

Related to Organization of Holding Company

  • Organization of Company The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. The Company is duly authorized to conduct business and is in good standing under the laws in every jurisdiction in which the ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. The Company has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on its business. The Company has no subsidiaries and does not control any entity, directly or indirectly, or have any direct or indirect equity participation in any other entity.

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • Organization, etc The Purchaser has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to execute and deliver this Agreement and to perform the terms and provisions hereof.

  • Holding Company Holdings, shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests of the Lux Borrower and the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Lux Borrower or a Subsidiary of the Lux Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any New Incremental Notes, any Junior Financing Documentation, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.09 and the Guarantees permitted by clause (iv) below; (iii) the consummation of the Transaction; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by the Lux Borrower or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (v) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vi) the entry into the Purchase Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto; (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Lux Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Equity Interests of the Lux Borrower or any Restricted Subsidiary (other than Liens pursuant to any Loan Document, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured indebtedness permitted to be incurred hereunder) and shall not incur any Indebtedness (other than in respect of Disqualified Equity Interests, Qualified Holding Company Indebtedness or Guarantees permitted above and liabilities imposed by Law, including Tax liabilities).

  • SUCCESSOR TO THE HOLDING COMPANY The Holding Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Institution or the Holding Company, expressly and unconditionally to assume and agree to perform the Holding Company's obligations under this Agreement, in the same manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place.

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • Organization of Borrower With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Borrower delivered by the Borrower in connection with the origination of such Mortgage Loan, the Borrower is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a Borrower that is an Affiliate of another Borrower under another Mortgage Loan. (An “Affiliate” for purposes of this paragraph (39) means, a Borrower that is under direct or indirect common ownership and control with another Borrower.)

  • Bank Holding Company Act Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

  • Form of Holding To hold any security, debt instrument or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in the name of the Trustees or of the Trust or in the name of a custodian, subcustodian or other depository or a nominee or nominees or otherwise;

  • Formation of Company The Company was formed on February 23, 2017 pursuant to the provisions of the Delaware Act. The filing of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware are hereby ratified and confirmed in all respects.

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