Ownership of Holdco Sample Clauses

Ownership of Holdco. JMY and SX own all of the issued and outstanding share capital of HoldCo.
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Ownership of Holdco. The relative ownership of Holdco by the Consortium Members will be based on their relative capital contributions to Holdco pursuant to Sections 4.1 and 4.2 (with the Securities contributed by Consortium Members being valued at the per share consideration paid in the Transaction), unless otherwise agreed by the Consortium Members.
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Ownership of Holdco. 67 5.1.13. Litigation...........................................................67 5.1.14. Material Adverse Effect..............................................67 5.1.15. Reliance Letters.....................................................67 5.1.16.
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Ownership of Holdco. Following the Recapitalization and the Merger, Acquisition LLC shall own not less than 87.5% of Holdco's issued and outstanding common equity and CRL shall own the Rollover Equity representing no more than 12.5% of Holdco's issued and outstanding common equity.
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Ownership of Holdco. The second recital to the Business Combination Agreement is hereby deleted in its entirety and replaced with the following:
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Ownership of Holdco. (a) The shares, membership interests or other equity interests of Holdco shall be respectively owned by the Bidders in accordance with the following percentages: ----------------------------------------------------------------------------- Flag 20% ----------------------------------------------------------------------------- Rivacq 30% ----------------------------------------------------------------------------- High Desert 30% ----------------------------------------------------------------------------- RH1 20% ----------------------------------------------------------------------------- In the event that the Bidders determine that they shall contribute equity financing to Holdco for the Acquisition, such equity financing shall be contributed in the foregoing proportions. In addition, any deposit payable by Holdco under the Acquisition Agreement, including any increase in the amount of such deposit, shall be funded by the Bidders in the foregoing proportions. (b) In the event that a Gaming Problem (as defined below) occurs with respect to any Bidder (such Bidder being an "Exiting Bidder") and remains uncured for 30 days (a) shall be revised accordingly. If, after the date hereof but prior to the consummation of the Acquisition, Holdco acquires any Shares, each remaining Bidder shall promptly pay to the Exiting Bidder consideration for the equity interest in Holdco transferred to such remaining Bidder in an amount equal to the product of (i) the product of (A) the number of Shares held by Holdco multiplied by (B) $15.00 per Share plus interest thereon at the Interest Rate (as defined below) multiplied by (ii) the percentage of such remaining Bidder's equity interest in Holdco. The Exiting Bidder shall also promptly transfer (or cause to be transferred) to Holdco all of the Shares held by such Exiting Bidder and its Affiliates (excluding Holdco and excluding any Shares held by such Exiting Bidder or its Affiliates as of December 22, 2005) at a purchase price of $15.00 per Share plus interest thereon at Interest Rate. Such purchase price shall be funded by the remaining Bidders in proportion to their respective equity interests in Holdco. The Exiting Bidder shall also promptly assign all of its rights and obligations under the Westerman Stock Purchase Agreement to Holdco. An Exiting Bidder shalx xx xxxxed to have provided a notice of termination to the other Bidders pursuant to Section 7.02. (c) In the event that the Bidders determine to acquire additional b...
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Related to Ownership of Holdco

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company.

  • Ownership of Subsidiaries The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary.

  • Ownership of Rights 6. 1. Licensed Material remains the property of either Licensor or the relevant third party and any rights not explicitly granted herein are expressly reserved.

  • Ownership of Common Stock None of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, and none of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Company Common Stock, except pursuant to this Agreement. None of Parent, either Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.

  • Ownership of Securities The Trustee, any authenticating agent, any paying agent, any Security Registrar or any other agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and coupons with the same rights it would have if it were not Trustee, authenticating agent, paying agent, Security Registrar or such other agent of the Company or of the Trustee.

  • Ownership of Borrower The REIT Guarantor is the sole general partner of the Borrower and owns free of any Lien or other claim not less than a sixty-six and two-thirds percent (66 2/3%) Equity Interest in the Borrower as the general partner thereof.

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

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