Examples of Sprint Sub LLC in a sentence
The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, any Capital Stock of any Person.
As of the Closing, each of Sprint HoldCo LLC and Sprint Sub LLC will be as of the Closing duly qualified to do business as a foreign entity and in good standing under the Laws of each state or other jurisdiction in which the ownership of assets by it or the nature of the activities conducted by it requires such qualification, except where the failure to be so qualified and in good standing, would not reasonably be expected to result, individually or in the aggregate, in a Sprint Material Adverse Effect.
Each of the Transfer Entities has, and Sprint Sub LLC on the Closing Date will have, all requisite power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed by it under each such Ancillary Agreement.
Sprint will then cause Sprint HoldCo LLC to contribute the Transfer Entities to Sprint Sub LLC, and Sprint Sub LLC will accept the Capital Stock of the Transfer Entities, free and clear of any Encumbrance, and Sprint Sub LLC will issue to Sprint HoldCo LLC all of the Capital Stock of Sprint Sub LLC in accordance with the terms of the Sprint Sub LLC Agreement.
Sprint has made available to Clearwire and the Investors true and complete copies of the organizational documents of each of the Transfer Entities, each as amended to date, and will have made available to Clearwire and the Investors true and complete copies of the organizational documents of Sprint Sub LLC prior to the Closing Date.
In the event that NewCo or NewCo LLC in good faith determines that any item or amount of the Sprint Pre-Closing Financing was assumed by Sprint Sub LLC in violation of Section 1.2(a), NewCo or NewCo LLC shall have the right to dispute such item or amount by delivering written notice thereof (the “Objection”) to Sprint on or before the last day of the Post-Closing Verification Period, which notice shall set forth in reasonable detail the basis for its objection(s).
The Capital Stock of the Transfer Entities is, and the Capital Stock of Sprint Sub LLC as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance.
The organizational documents of each of the Transfer Entities are, and the organizational documents of Sprint Sub LLC will be, in full force and effect, and no Transfer Entity is, and as of the Closing Date Sprint Sub LLC will not be, in violation of any provision of its organizational documents, except as would not reasonably be expected to result in a Sprint Material Adverse Effect.
There are not any outstanding securities convertible into, exchangeable for, or carrying the right to acquire, the Capital Stock of the Transfer Entities, or as of the Closing Date, the Capital Stock of Sprint Sub LLC, nor are there any subscriptions, warrants, options, rights or other arrangements or commitments that could obligate Sprint Sub LLC and the Transfer Entities to issue any Capital Stock.
No action has been taken by Sprint or any of its Affiliates to treat Sprint Sub LLC or any of the Transfer Entities other than as disregarded entities for U.S. federal income tax purposes as of and following the Closing.