Formation of New Entities Clause Samples

The 'Formation of New Entities' clause outlines the procedures and requirements for creating new legal entities within the context of an agreement or business relationship. It typically specifies who has the authority to initiate the formation, the necessary approvals or consents required, and any obligations regarding ownership structure or governance of the new entity. This clause ensures that all parties are aware of and agree to the process, thereby preventing disputes and providing a clear framework for expanding business operations or joint ventures.
Formation of New Entities. Prior to Closing, the following new entities shall be formed: (a) a Delaware limited liability company named “EQYINVEST TEXAS, LLC” (the “JV”); (b) a Delaware limited liability company named “EQYINVEST TEXAS GP, LLC” (the “Intermediate GP”) which shall be the sole general partner of the Intermediate LP; (c) a Delaware limited partnership named “EQYINVEST TEXAS, LP” (the “Intermediate LP”) which shall be the sole limited partner of each of the Property Owning Subsidiaries; (d) one or more Texas limited liability partnerships as may be determined by Investcorp having the respective names set forth on Schedule 1.2(a) (each, a “Property Owning Subsidiary” and collectively, the “Property Owning Subsidiaries”), the limited partnership interests in each of which shall be wholly-owned by the Intermediate LP; (e) one or more Delaware limited liability companies having the respective names set forth on Schedule 1.2(a) (each, a “Property GP” and collectively, the “Property GPs”), each of which shall be the sole general partner of the corresponding Property Owning Subsidiary and each of which shall be wholly-owned by the Intermediate LP.
View Source
Formation of New Entities. It shall not form or acquire or otherwise permit to exist any Subsidiary without the prior written consent of the Lender (such consent not to be unreasonably withheld). Notwithstanding the foregoing and for greater certainty, but subject to Section 13.2(24) and the definitions of Permitted Investment and Permitted JV Entity, as applicable, this clause (5) shall not apply in respect of each of any Excluded Subsidiary.
View Source
Formation of New Entities. It shall not, and it shall ensure that each other Credit Party does not, form or acquire or otherwise permit to exist any Subsidiary, without the prior written consent of the Lender (such consent not to be unreasonably withheld).
View Source
Formation of New Entities. Neither the Borrower nor LBRC shall, and each other Obligor shall ensure that neither the Borrower nor LBRC shall form or acquire or otherwise permit to exist any Subsidiary, except if the Borrower or LBRC, as the case may be, cause such Subsidiary to become a Guarantor under this Agreement and provides the Security immediately on becoming the Borrower’s or LBRC’s Subsidiary, the whole at the satisfaction of the Administrative Agent.
View Source
Formation of New Entities 
View Source

Related to Formation of New Entities

  • Admission of New Members The Company may admit new Members (or transferees of any interests of existing Members) into the Company by the unanimous vote or consent of the Members. As a condition to the admission of a new Member, such Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member to be bound by all of the terms, covenants and conditions of this Agreement, as the same may have been amended. Such new Member shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro rata allocations of income, losses or expense deductions to a new Member for that portion of the tax year in which the Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. (Check if Applicable)

  • Notification of New Employer In the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement.

  • Issuance of New Certificates to Pledgee A pledgee of Shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of pledgor shall be stated thereon, who alone shall be liable as a Shareholder and entitled to vote thereon.

  • Laws of the State of New York The Contractor shall comply with all of the requirements set forth in Exhibit C hereto.

  • Your General Obligations 6.1 Full information You must give us any information we reasonably require for the purposes of this contract. The information must be correct, and you must not mislead or deceive us in relation to any information provided to us. 6.2 Updating information You must tell us promptly if information you have provided to us changes, including if your billing address changes or if your use of energy changes (for example, if you start running a business at the premises).