THE NEW COMPANY TO BE FORMED Sample Clauses

THE NEW COMPANY TO BE FORMED. 1.1. It is proposed that the parties shall form a new entity bearing the name of "Social Investment Holdings/Land America Holdings " (hereinafter sometimes referred to as the “SIHLAHI"). 1.2. It is proposed that the SIHLAHI shall be formed and organized for the purpose of implementing the SIH Business Model, as set forth in more detail in the SIH Business Plan. 1.3. It is proposed that the SIHLAHI shall be authorized to issue shares of equity and management as the parties hereafter jointly agree. 1.4. It is proposed that LHIG deliver to SIHLAHI its expertise, contacts, and extensive experience in the area of, among other things, real estate development and construction management services, in exchange for the SIH Investment in the SIHLAHI. 1.5. In exchange for its investment, SIH shall receive 51% of the issued shares of the New Company and XXX shall receive 49% of the issued shares of the SIHLAHI. 1.6. SIH and LHIG agree to enter into a shareholder's agreement on or before the creation and funding of SIHLAHI. 1.7. SIH acknowledges that no representations or warranties of any nature have been made to it respecting the ultimate tax or other economic consequences of its investment. SIH is aware that the business of the proposed SIHLAHI is speculative in nature and involves various risks, including, but not limited to those risks that have been discussed with SIH. 1.8. The parties agree that any of the subscribers or their attorneys may act as incorporator and execute and file suitable organization documents for SIHLAHI.
Sample 1See All (9)
AutoNDA by SimpleDocs
THE NEW COMPANY TO BE FORMED. 1.1. It is proposed that the parties shall form a new entity bearing the name of "Madison Lily SIH" (hereinafter sometimes referred to as the “MLSIH"). 1.2. It is proposed that MLSIH shall be formed and organized for the purpose of implementing the Baby Bag Business Model, as set forth in more detail in the Business Plan of SIH. 1.3. It is proposed that MLSIH shall be authorized to issue shares of equity and management as the parties hereafter jointly agree. 1.4. It is proposed that ML deliver to MLSIH its expertise, contacts, and extensive experience in the area of, among other things, manufacturing, marketing and training services, in exchange for the SIH Investment in MLSIH. 1.5. In exchange for its investment, SIH shall receive 81% of the issued shares of MLSIH and ML shall receive 19% of the issued shares of MLSIH. 1.6. SIH and ML agree to enter into a shareholder's agreement on or before the creation and funding of MLSIH. 1.7. SIH acknowledges that no representations or warranties of any nature have been made to it respecting the ultimate tax or other economic consequences of its investment. SIH is aware that the business of the proposed New Company is speculative in nature and involves various risks, including, but not limited to those risks that have been discussed with ML. 1.8. The parties agree that any of the subscribers or their attorneys may act as incorporator and execute and file suitable organizational documents.
Sample 1See All (4)
THE NEW COMPANY TO BE FORMED. 1.1. It is proposed that the parties shall form a new entity bearing the name of "Xxxx Millennium Group SIH" (hereinafter sometimes referred to as the “RMGSIH"). 1.2. It is proposed that the RMGSIH shall be formed and organized for the purpose of implementing the RMG Business Model, as set forth in more detail in the SIH Business Plan. 1.3. It is proposed that the RMGSIH shall be authorized to issue shares of equity and management as the parties hereafter jointly agree. 1.4. It is proposed that RMG deliver to the RMGSIH its expertise, contacts, and extensive experience in the area of, among other things, construction and construction management services, in exchange for the SIH Investment in the RMGSIH. 1.5. In exchange for its investment, SIH shall receive 51% of the issued shares of the New Company and RMG shall receive 49% of the issued shares of the RMGSIH. 1.6. SIH and RMG agree to enter into a shareholder's agreement on or before the creation and funding of RMGSIH. 1.7. SIH acknowledges that no representations or warranties of any nature have been made to it respecting the ultimate tax or other economic consequences of its investment. SIH is aware that the business of the proposed RMGSIH is speculative in nature and involves various risks, including, but not limited to those risks that have been discussed with SIH. 1.8. The parties agree that any of the subscribers or their attorneys may act as incorporator and execute and file suitable organization documents for RMGSIH.
Sample 1
THE NEW COMPANY TO BE FORMED. 1.1. It is proposed that the parties shall form a new entity bearing the name of "National Black Network News Radio and Television Social Investment Holdings “NBNNRT”" (hereinafter sometimes referred to as the “New Company"). 1.2. It is proposed that the New Company shall be formed and organized for the purpose of implementing the NBNNRT Business Model, as set forth in more detail in the Business Plan, attached hereto as Exhibit A. 1.3. It is proposed that the New Company shall be authorized to issue shares of equity and management as the parties hereafter jointly agree. 1.4. It is proposed that NBNNRT deliver to the New Company its expertise, contacts, and extensive experience in the area of, among other things, technology, internet, broadcast, communication and engineering, in exchange for the SIH Investment in the New Company. 1.5. In exchange for its investment, SIH shall receive 51% of the issued shares of the New Company and NBNNRT shall receive 49% of the issued shares of the New Company. 1.6. SIH and NBNNRT agree to enter into a shareholder's agreement on or before the creation and funding of NBNNRTSIH. 1.7. SIH acknowledges that no representations or warranties of any nature have been made to it respecting the ultimate tax or other economic consequences of its investment. SIH is aware that the business of the proposed New Company is speculative in nature and involves various risks, including, but not limited to those risks that have been discussed with SIH. 1.8. The parties agree that any of the subscribers or their attorneys may act as incorporator and execute and file suitable organization documents.
Sample 1
THE NEW COMPANY TO BE FORMED. 1.1. It is proposed that the parties shall form a new entity bearing the name of "PHEO SIH" (hereinafter sometimes referred to as the “PHEOSIH"). 1.2. It is proposed that PHEOSIH shall be formed and organized for the purpose of timber concession operation management and Sales, as set forth in more detail in the SIH Business Plan. 1.3. It is proposed that PHEOSIH shall be authorized to issue shares of equity and management as the parties hereafter jointly agree. 1.4. It is proposed that PHEO deliver the concession rights to PHEOSIH for the timber concession operation management and Sale, in exchange for the SIH Investment in PHEOSIH. 1.5. In exchange for its maximum investment of $6,500,000, SIH shall receive 81% of the issued shares of PHEOSIH and PHEO shall receive 19% of the issued shares of PHEOSIH. Share ownership based an investment less than the maximum $6,500,000 will be calculated as a pro rata percentage of 81%, as reflected by the amount invested. 1.6. SIH and PHEO agree to enter into a shareholder's agreement on or before the creation and funding of PHEOSIH. 1.7. SIH acknowledges that no representations or warranties of any nature have been made to it respecting the ultimate tax or other economic consequences of its investment. SIH is aware that the business of the proposed New Company is speculative in nature and involves various risks, including, but not limited to those risks that have been discussed with SIH. 1.8. The parties agree that any of the subscribers or their attorneys may act as incorporator and execute and file suitable organizational documents.
Sample 1
THE NEW COMPANY TO BE FORMED. 1.1. It is proposed that the parties shall form a new entity bearing the name of "TMT-SIH Auto Repair & Training Center" (hereinafter sometimes referred to as the “TMTSIH"). 1.2. It is proposed that TMTSIH shall be formed and organized for the purpose of implementing the TMT Business Model, as set forth in more detail in the SIH Business Plan. 1.3. It is proposed that TMTSIH shall be authorized to issue shares of equity and management as the parties hereafter jointly agree. 1.4. It is proposed that TMT deliver to TMTSIH its expertise, contacts, and extensive experience in the area of, among other things, automotive repair and training, in exchange for the SIH Investment in TMTSIH. 1.5. In exchange for its investment, SIH shall receive 81% of the issued shares of TMTSIH and TMT shall receive 19% of the issued shares of TMTSIH. 1.6. SIH and TMT agree to enter into a shareholder's agreement on or before the creation and funding of TMTSIH. 1.7. SIH acknowledges that no representations or warranties of any nature have been made to it respecting the ultimate tax or other economic consequences of its investment. SIH is aware that the business of the proposed New Company is speculative in nature and involves various risks, including, but not limited to those risks that have been discussed with SIH. 1.8. The parties agree that any of the subscribers or their attorneys may act as incorporator and execute and file suitable organization documents for TMTSIH.
Sample 1
THE NEW COMPANY TO BE FORMED. 1.1. It is proposed that the parties shall form a new entity bearing the name of "SIH Dunns-Xxxxxxxxx" (hereinafter sometimes referred to as the “SIHDJ"). 1.2. It is proposed that SIHDJ shall be formed and organized for the purpose of implementing the Sojourn Heritage Business Model, as set forth in more detail in the SIH Business Plan. 1.3. It is proposed that SIHDJ shall be authorized to issue shares of equity and management as the parties hereafter jointly agree. 1.4. It is proposed that DJ deliver to SIHDJ its expertise, contacts, and extensive experience in the area of, among other things, Tourist attraction and historic property management, in exchange for the SIH Investment in SIHDJ. 1.5. In exchange for its investment, SIH shall receive 25% of the issued shares of SIHDJ and DJ shall receive 75% of the issued shares of SIHDJ. 1.6. SIH and DJ agree to enter into a shareholder's agreement on or before the creation and funding of SIHSA. 1.7. SIH acknowledges that no representations or warranties of any nature have been made to it respecting the ultimate tax or other economic consequences of its investment. SIH is aware that the business of the proposed New Company is speculative in nature and involves various risks, including, but not limited to those risks that have been discussed with DJ. 1.8. The parties agree that any of the subscribers or their attorneys may act as incorporator and execute and file suitable organization documents.
Sample 1
AutoNDA by SimpleDocs
THE NEW COMPANY TO BE FORMED. 1.1. It is proposed that the parties shall form a new entity bearing the name of "Eurena’s Fashions International SIH" (hereinafter sometimes referred to as the “EFISIH"). 1.2. It is proposed that EFISIH shall be formed and organized for the purpose of implementing the EFI Business Model, as set forth in more detail in the SIH Business Plan. 1.3. It is proposed that EFISIH shall be authorized to issue shares of equity and management as the parties hereafter jointly agree. 1.4. It is proposed that EFI deliver to EFISIH its expertise, contacts, and extensive experience in the area of, among other things, manufacturing, marketing and training services, in exchange for the SIH Investment in EFISIH. 1.5. In exchange for its investment, SIH shall receive 81% of the issued shares of EFISIH and EFI shall receive 19% of the issued shares of EFISIH. 1.6. SIH and EFI agree to enter into a shareholder's agreement on or before the creation and funding of EFISIH. 1.7. SIH acknowledges that no representations or warranties of any nature have been made to it respecting the ultimate tax or other economic consequences of its investment. SIH is aware that the business of the proposed New Company is speculative in nature and involves various risks, including, but not limited to those risks that have been discussed with SIH. 1.8. The parties agree that any of the subscribers or their attorneys may act as incorporator and execute and file suitable organizational documents for EFISIH.
Sample 1

Related to THE NEW COMPANY TO BE FORMED

  • Certification Regarding Entire TIPS Agreement for Part 1 and Part 2 Contracts 5 This is a two part solicitation. Part 1 is solicited for TIPS sales that are not considered a "public work" construction (1) The TIPS solicitation document resulting in the Agreement; (2) Any addenda or clarifications issued in relation to the corresponding TIPS solicitation; (3) All solicitation information provided to Vendor by TIPS through the TIPS eBid System; (3) Vendor’s entire proposal response to the corresponding TIPS solicitation including all accepted required attachments, acknowledged notices and certifications, accepted negotiated terms, accepted pricing, accepted responses to questions, and accepted written clarifications of Vendor’s proposal, and; any properly included attachments to the TIPS Contract. Does Vendor agree? Yes, Vendor agrees TIPS Members often turn to TIPS Contracts for ease of use and to receive discounted pricing. Vendor must respond with a percentage from 0%-100%. The percentage discount that you input below will be applied to your Part 1 "Catalog Pricing", as defined in the solicitation, for all TIPS Sales made during the life of the contract. You cannot alter this percentage discount once the solicitation legally closes. You will always be required to discount every TIPS Sale by the percentage included below with the exception of limited goods/services specifically identified and excluded from this discount in Vendor’s original proposal. If you add goods or services to your "Catalog Pricing" during the life of the contract, you will be required to sell those new items with this discount applied.

  • Opinion of Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Company Counsel, required to be delivered pursuant to Section 7(p) on or before the date on which such delivery of such opinion is required pursuant to Section 7(p).

  • Opinion of General Counsel for the Company The General Counsel of the Company shall have furnished to the Representatives, at the request of the Company, his written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.

  • Opinion of Tax Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Xxxxxx & Xxxxxxx LLP, tax counsel for the Company and the Operating Partnership, required to be delivered pursuant to Section 7(q) on or before the date on which such delivery of such opinion is required pursuant to Section 7(q).

  • Additional Information to be Furnished to the Issuing Entity The Administrator shall furnish to the Issuing Entity from time to time such additional information regarding the Collateral as the Issuing Entity shall reasonably request.

  • Opinion of Cayman Islands Counsel for the Company The Representatives shall have received an opinion of Xxxxxx and Calder (Hong Kong) LLP, Cayman Islands counsel for the Company, dated such Closing Date, as the case may be, in form and substance reasonably satisfactory to the Representatives.

  • Opinion of Counsel to be Given Trustee The Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Opinion of Counsel as conclusive evidence that any consolidation, merger, sale, conveyance, transfer or lease, and any assumption, permitted or required by the terms of this Article X complies with the provisions of this Article X.

  • Opinion of General Counsel of the Company The General Counsel of the Company, shall have furnished to the Representatives, at the request of the Company, a written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives and substantially in the form previously agreed by the parties hereto.

  • Opinion of Special Intellectual Property Counsel for the Company On the Closing Date, the Representative shall have received the opinion of Mxxxxx, Xxxxx & Bockius LLP, as special intellectual property counsel for the Company, dated the Closing Date and addressed to the Representative, in a form reasonably acceptable to the Representative.

  • Additional Information to be Furnished to the Issuer The Administrator shall furnish to the Issuer from time to time such additional information regarding the Collateral as the Issuer shall reasonably request.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!