Organization of Newco. Hippo and Rhino have caused Newco to be organized under the laws of the State of Delaware. The authorized capital stock of Newco consists of 200 shares, of which 100 shares are Common Stock and 100 shares are preferred stock. As of the date of this Agreement and prior to the Effective Time, one share of Common Stock has been issued to Hippo and one share of Common Stock has been issued to Rhino, each at a price of $1.00 per share. At the Effective Time, each of Hippo and Rhino shall return its share of Newco Common Stock to Newco for cancellation without the payment of any consideration therefor. Attached as Exhibits J and K, respectively, are the certificate of incorporation of Newco (the “Newco Charter”) and the bylaws of Newco (the “Newco Bylaws”). Prior to the Effective Time, the Newco Charter will be amended to increase the number of shares of authorized capital stock to a number that will be equal to at least the Newco Total Share Number, which number of authorized shares, as well as the Newco Total Share Number, shall be mutually agreed by Hippo and Rhino sufficiently in advance of the Closing Date to avoid any delay in the occurrence of the Closing.
Organization of Newco. Prior to the Effective Time, Newco will be duly organized by BNY and Mellon under Delaware Law as a direct subsidiary of BNY and Mellon. The Organizational Documents of Newco in effect at the First Effective Time shall be as agreed by the Parties, but in any event shall include the by-law provisions set forth in Exhibit 2 and shall not include any Organizational Document provision inconsistent with the by-law provisions set forth in Exhibit 2. Prior to the Effective Time, the Board of Directors of Newco shall consist of one BNY officer designated by BNY and one Mellon officer designated by Mellon, and at and following the Effective Time, the Board of Directors of Newco shall be constituted as provided in Section 5.19 below. Promptly following the execution of this Agreement, the Parties will take such actions as may be required to ensure that (a) Newco is duly incorporated and validly existing in good standing under the Laws of the State of Delaware and (b) Newco will enter into an agreement or other instrument adopting this Agreement, agreeing to perform any and all obligations assigned to Newco by the provisions of this Agreement and to become a constituent corporation in the Merger. At or prior to the Effective Time, the Parties will take such actions as may be required to ensure that: (i) Newco has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business; (ii) Newco is duly qualified or licensed to do business and (to the extent applicable) in good standing in the States and territories of the United States and foreign jurisdictions where the character of its assets or the nature of the conduct of its business requires it to be so qualified or licensed; and (iii) Newco will have engaged in no business and incurred no liabilities or obligations other than as necessary to consummate the Merger. The authorized capital stock of Newco shall be as agreed by the Parties, of which, as of the First Effective Time, two shares of Newco Common Stock will be Outstanding, one of which shares will be held by BNY and one of which shares will be held by Mellon. The authorized capital stock of Newco immediately following consummation of the First Step Merger (and prior to the Effective Time) will be as set forth in the form of Newco Certificate of Incorporation. No change in such capitalization will occur prior to the Effective Time except as provided in or contemplated by this Agreement. At the Effecti...
Organization of Newco. Prior to the Closing, Hxxxxx shall incorporate Newco as a new corporation under the laws of the State of Delaware for the sole purpose of effecting the Contribution Transaction, the Merger and the other transactions contemplated hereby (collectively, the “Transactions”). The certificate of incorporation of Newco shall be in the form of Exhibit 2 and the bylaws of Newco shall be in the form of Exhibit 3 (collectively, the “Newco Governing Instruments”). Pursuant to the Newco Governing Instruments, the authorized capital stock of Newco shall consist solely of shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), shares of Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, collectively with the Class A Common Stock, the “Common Stock”), and shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), the number of such shares to be reasonably determined by Hxxxxx and Stratex prior to the incorporation of Newco. Immediately prior to the Effective Time, only one share of Newco Class B Common Stock shall be issued and outstanding (which shall be owned of record by Hxxxxx) and no shares of Class A Common Stock or Preferred Stock shall be issued or outstanding. The terms of the Class A Common Stock and the Class B Common Stock shall be substantially the same in all respects except that the holders of the Class B Common Stock shall have the additional right to vote separately as a class to elect the Hxxxxx Directors (as defined in Exhibit 2). If Hxxxxx transfers less than all of the Class B Common Stock to anyone other than an Affiliate of Hxxxxx, then the shares so transferred shall automatically and without any further action on the part of any Person convert into an equal number of shares of Class A Common Stock.
Organization of Newco. 2.1 On or before the Closing Date, DPL, QPAGOS and IPS shall cause to be filed with the Secretary of State of the State of Delaware the Certificate of Formation forming Newco.
2.2 On or prior to the Closing Date, DPL, QPAGOS and IPS shall enter into the Operating Agreement.
2.3 On or before the Closing Date, DPL, QPAGOS and IPS will contribute to Newco their respective initial capital contributions as set forth in the Operating Agreement.
Organization of Newco. Scripps and Journal have caused Newco to be organized under the laws of the State of Wisconsin. The authorized capital stock of Newco consists of 100 shares of Newco Common Stock. As of the date hereof, one share of Newco Common Stock has been issued to Scripps and one share of Newco Common Stock has been issued to Journal, each at a price of $1.00 per share. At the Newspaper Merger Effective Time, each of Scripps and Journal shall return its share of Newco Common Stock to Newco for cancellation without the payment of any consideration therefor. Attached hereto as Exhibits F and G, respectively, are the articles of incorporation of Newco (the “Newco Articles of Incorporation”) and the bylaws of Newco (the “Newco Bylaws”). Prior to the Newspaper Merger Effective Time, the Newco Articles of Incorporation will be amended and the Newco Bylaws will be amended, each as agreed to by Scripps and Journal.
Organization of Newco. Docent and Click2learn have organized Newco under the laws of the State of Delaware for the purposes of effecting the transactions contemplated hereby. The authorized capital stock of Newco consists of one hundred (100) shares of Common Stock, of which one (1) share is issued to and owned beneficially and of record by Docent and one (1) share is issued to and owned beneficially and of record by Click2learn. Docent and Click2learn shall take, and shall cause Newco to take, all requisite action to cause the certificate of incorporation of Newco to be amended and restated in the form attached hereto as Exhibit C-1 (the “Newco Certificate of Incorporation”) and the bylaws of Newco to be amended and restated in the form attached hereto as Exhibit C-2, in each case as of immediately prior to the time at which the Mergers become effective in accordance with the relevant provisions of the DGCL (the “Effective Time”).
Organization of Newco. At or prior to Closing, TPI , Newco and PCA shall cause each of the following to occur:
Organization of Newco. Newco is a company duly organized, validly existing and in good standing with respect to all filings required under the BCBCA to maintain its corporate existence, and Newco has the corporate power and authority to enter into this Agreement and perform its obligations hereunder.
Organization of Newco. Newco is a corporation duly organized, validly existing, and in good standing under the laws of Delaware.
Organization of Newco. Before the Effective Time, Acquiror will (a) organize NewCo as a New York limited liability company solely for the purpose of this transaction that will have no material assets and liabilities and will be treated, for federal income tax purposes, as a disregarded entity or partnership and (b) cause NewCo to become a party to this Agreement, to be evidenced by the execution by it of a supplement to this Agreement and delivery thereof to Acquiror and the Company.
