Holdco Charter definition
Examples of Holdco Charter in a sentence
At the Effective Time, to the extent necessary to effectuate the amendments to the Surviving Corporation Charter and the Holdco Charter contemplated by this Agreement, each of the Surviving Corporation and Holdco shall cause to be filed with the Delaware Secretary of State such certificates or documents required to give effect thereto.
For the avoidance of doubt, pursuant to Sections 6.01 and 6.03 of the Top Holdco Charter, the negotiation and agreement upon any amendment of this Agreement by MPM (x) shall be directed by the management of MPM and (y) shall constitute an “Affiliate Transaction” relating to Apollo requiring the approval of a majority of the Disinterested Directors of MPM.
The Company shall cause Holdco to have a sufficient number of shares of the Holdco Preferred Stock (the terms and conditions of such Holdco Preferred Stock being set forth in the Holdco Charter) authorized and unissued to effectuate the terms and conditions of the exchange contemplated by the term sheet contained in the Financing Exhibits (as defined herein).
Each such director and executive officer shall remain in office until his or her successor shall be elected and qualified or his or her earlier death, resignation or removal in accordance with the Holdco Charter and Holdco Bylaws, in each case, as in effect at the time, and the Stockholders and Registration Rights Agreement.
The Holdco Charter and the Holdco Bylaws shall remain in such forms as prescribed by Exhibits 2.3.1 and 2.3.2, respectively, at the Initial Effective Time.
Time Warner and America Online shall take, and shall cause Holdco to take, all requisite action to cause the certificate of incorporation of Holdco to be in the form of Exhibit D-1 (the "Holdco Charter") and the bylaws of Holdco to be in the form of Exhibit D-2 (the "Holdco Bylaws"), in each case, at the Effective Time.
The directors of the Company in office immediately prior to the Effective Time shall be the directors of the Surviving Corporation and Holdco and will continue to hold office from the Effective Time until the earlier of their resignation or removal or until their successors are duly elected or appointed and qualified in the manner provided in the Surviving Corporation Charter and Surviving Corporation Bylaws or Holdco Charter and Holdco Bylaws, as applicable, or as otherwise provided by law.
As of the Effective Time, the certificate of incorporation of Holdco shall contain provisions identical to the NTL Charter immediately prior to the Effective Time, which provisions shall, among other things, reflect the change of Holdco's name to "NTL Incorporated" (the "Holdco Charter").
Such restrictions on transfer shall be set forth in the New Holdco Charter.
The shares of Holdco Common Stock to be issued pursuant to the Holdco Share Issuance have been duly and validly authorized and, when issued following the acceptance by the Secretary of State of the State of Delaware of the Holdco Charter Amendment to the Company’s stockholders pursuant to this Agreement, shall be validly issued, fully paid and non-assessable.