Desert Newco definition
Examples of Desert Newco in a sentence
Except as otherwise provided herein, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and Desert Newco, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes.
Each of the Company and Desert Newco waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares.
Each Underwriter severally covenants with the Company and Desert Newco not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
All of the membership interests of Desert Newco outstanding as of the Closing Date (as defined in Section 5) have been duly authorized, fully paid and validly issued, and to the extent owned by the Company, will be owned free and clear of any liens, encumbrances or claims.
No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required to be obtained for the performance by the Company or Desert Newco of their obligations under the Transaction Documents except (i) such as has previously been obtained and (ii) such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and regulations of the Financial Industry Regulatory Authority, Inc.
All of the membership interests of Desert Newco outstanding prior to the consummation of this offering have been duly authorized, fully paid and validly issued.
In the case of any such separate firm for the Company or Desert Newco, and such directors, officers and control persons of the Company or Desert Newco, such firm shall be designated in writing by the Company and Desert Newco.
In any such case such non‑defaulting Underwriters, the Company, Desert Newco or the relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected.
Each of the Company and Desert Newco irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectus, the Registration Statement or the offering of the Shares (each, a “Related Proceeding”).
Employee understands and agrees that the Company has certain “call rights” under Equity Documents (b) Employee’s continuing confidentiality obligations to GoDaddy as outlined in the company handbook and other policies, and (c) any equity awards granted to Employee under the Desert Newco, LLC 2011 Unit Incentive Plan (the “Incentive Plan”) and any other agreements required to be entered into in connection with any grant thereunder (collectively, with the Incentive Plan, the “Equity Documents”).