Post-Closing Ownership Sample Clauses

Post-Closing Ownership. Subject to the finalization of the rollover arrangements with the Rollover Shareholders in accordance with Section 1.04(c), the Rollover Shareholders are currently contemplated to convert their respective Rollover Shares into newly issued common shares of the Surviving Company (the “Common Shares”) at the effective time of the Merger and upon such conversion and issuance of the Common Shares, each Rollover Shareholder shall pledge all the Common Shares owned by such Rollover Shareholder as part of the collateral to the Debt Financing as prescribed in Section 1.03(b)(iii). A capitalization table of the Surviving Company immediately after the Closing as currently contemplated is attached hereto as Schedule B, which reflects the Parties’ and the Rollover Shareholders’ relative direct or indirect ownership of Common Shares (based on their relative direct or indirect capital contributions to the Surviving Company, as adjusted for their relative collateral contribution to the Debt Financing); provided, that (i) each Rollover Share shall be valued at the Merger Consideration, (ii) the Sponsor’s capital contribution to the Surviving Company shall be deemed to be the amount of its equity contribution to Holdco and (iii) the capital contribution to the Surviving Company by each of the Founder Parties, shall be deemed to be the sum of (A) the value of the Rollover Shares held by each of them (valued at the Merger Consideration) and (B) the amount of the equity contribution to Holdco by each of them (if applicable). For the avoidance of doubt, the Parties agree that the obligation of the Parties and the Rollover Shareholders to purchase and pay for any Common Shares to be purchased by them shall be subject to the satisfaction or waiver of the various conditions to the obligations of Parent and Merger Sub to be set forth in the Merger Agreement.
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Post-Closing Ownership. Notwithstanding anything to the contrary contained in this Agreement, immediately following the Closing, (a) Comcast shall directly or indirectly own 100% of the HoldCo Common Shares (which shall represent 78.99791% of the voting power and value of HoldCo), (b) NBCH shall own 100% of the HoldCo Preferred Shares (which shall represent 21.00209% of the voting power and value of HoldCo) and (c) HoldCo shall own both NBCUniversal Preferred Units and NBCUniversal Common Units.
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Post-Closing Ownership. Upon the consummation of the transactions contemplated herein, the Company will own 100% of the issued and outstanding share capital of SDS on a fully-diluted basis.
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Post-Closing Ownership. Based on the outstanding capital stock of PMW as of the date hereof, and giving effect to the mandatory cancellation before the Closing of all options, warrants and any other securities convertible into Common Stock (or into any other class of equity of PMW), (i) the Sellers shall own an aggregate of 38,000,000 shares of Common Stock of PMW as set out on Schedule II attached hereto, and (ii) current stockholders, directors, advisors and creditors of PMW shall own an aggregate of 4,000,000 shares of Common Stock of PMW as set out on Schedule III attached hereto. Except as set forth on Schedule III attached hereto, the 4,000,000 shares of Common Stock of PMW to be issued to the current stockholders, directors, advisors and creditors of PMW shall be issued without resale restriction pursuant to Section 1145(a)(1) of the United States Bankruptcy Code.
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Post-Closing Ownership. Upon consummation of the transactions contemplated by this Section 1.1, the amount and value of the general and limited partner interests in the Partnership held by Investors and the Xxxxxx Partners shall be as set forth on Schedule 1.1(d) hereto.
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Post-Closing Ownership. Immediately following consummation of the Requested Actions, New Borrower will be 100% directly or indirectly owned by Bluerock Residential Holdings L.P., a Delaware limited partnership, and under common sponsorship with Original Borrower.
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Post-Closing Ownership. Immediately following the Closing, the ownership of the Purchaser shall be as set forth on Schedule 6.3(j).
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Related to Post-Closing Ownership

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • Post-Closing Operations After the Closing, ACQUIRED COMPANY will be a wholly-owned subsidiary of the Company subject to the terms and conditions outlined in this Agreement. ACQUIRED COMPANY shall be responsible to report to the Company all financial matters and newsworthy events as they materialize, as Seller recognizes Company is a publicly traded company and has certain material obligations of disclosure pursuant to state and federal laws, statutes and regulations.

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Initial Beneficial Ownership Upon the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5 and until the issuance of the Excess Distribution Certificate, the Depositor shall be the sole beneficial owner of the Trust.

  • Post-Closing Audit (a) Promptly following the Closing Date, and in no event later than fifteen (15) days following the Closing Date, and at any time thereafter as ADK may request, Seller shall provide to ADK and its accounting advisors such financial information (the “Financial Information”) related to the business, assets and properties of the Seller purchased by Purchaser pursuant to this Agreement (the “Purchased Business”) as ADK may request in order to enable ADK to determine whether it is or would be required to include separate financial statements of the Purchased Business for any periods prior to Closing in the reports filed by ADK with the SEC under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or in a registration statement filed by ADK with the SEC under the 1933 Act, in accordance with Regulation S X (“Regulation S-X”) promulgated by the SEC (the “Requirement Financial Statements”). Seller will provide to ADK reasonable access to the records of the Seller regarding the Purchased Business, and Seller’s accounting staff and firm(s) will be available to address any questions of ADK and ADK’s accounting advisors pertaining to the Financial Information or the Required Financial Statements.

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • Post-Closing Requirements Borrowers shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance satisfactory to Agent.

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