Examples of Newco Merger in a sentence
None of Newco, Merger Sub, the Guarantors or the Equity Financing Sources is entering into this Agreement with the actual intent to hinder, delay or defraud either present or future creditors of the Company or any of its Subsidiaries.
If Newco, Merger Sub or any of their respective Affiliates is/are required to file any document with the SEC in connection with the Merger or the Company Stockholder Meeting pursuant to Applicable Law (an “ Other Required Newco Filing”), then Newco and Merger Sub shall, and shall cause their respective Affiliates to, promptly prepare and file such Other Required Newco Filing with the SEC.
FinCo will succeed to and take into account as of the close of the date of each Newco Merger, the items of each Group One Subsidiary described in section 381(c) subject to the conditions and limitations specified in sections 381, 382, 383, and 384 and the regulations thereunder.
Newco, Merger Sub and the Company hereby acknowledge and agree that the covenants set forth in this Section 8.4 are an integral part of this Agreement and the Merger, and that, without these agreements, Newco, Merger Sub and the Company would not have entered into this Agreement.
Pursuant to State law, in the Newco Merger, the Newco stock and warrants held by Shareholder 1, Shareholder 2, Shareholder 3, and Company will be automatically converted into Holding Company stock and warrants (the “Holding Company common stock,” “Holding Company Series A Preferred Stock,” “Holding Company Series A Warrants,” and “Holding Company Series B Warrants”), in the same proportions that the Newco stock and warrants were held prior to the Newco Merger.
The Newco Merger will be effected pursuant to state law, under which, as a result of the operation of such laws, the following events will occur simultaneously at the effective time of the Newco Merger: (i) all of the assets and liabilities (except to the extent satisfied or discharged in the transaction) of Newco will become the assets and liabilities of a newly formed disregarded entity wholly owned by Sub 6; and (ii) Newco will cease its separate legal existence for all purposes.
None of the Guarantors, Equity Financing Sources, Newco, Merger Sub or any of their respective Affiliates has entered into any Contract with any Person prohibiting or seeking to prohibit such Person from providing or seeking to provide debt financing to any Person in connection with a transaction relating to the Company or any of its Subsidiaries in connection with the Merger.4.10 Guarantees.
On February 26, 2015, the Company, Newco, Merger Sub, Thoma Bravo and plaintiffs in the Action reached an agreement-in-principle providing for the settlement of the outstanding litigation on the terms and conditions set forth in a memorandum of understanding (the “MOU”).
For the avoidance of doubt, in the event this Agreement is terminated in accordance with Section 8.1, the Newco Termination Fee (if payable pursuant to Section 8.4(b)) represents the maximum aggregate Liability of Newco, Merger Sub, the Guarantors and any other Newco Related Party under this Agreement and the transactions and other agreements contemplated hereby.
On the day following the completion of the Newco Merger, Newco will convert into a State LLC and change its name to Company LLC.