Holding Company Structure Sample Clauses
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Holding Company Structure. Within twelve (12) months following the Closing Date, as such deadline may be extended by the Lender in its reasonable discretion, and which requirement may be waived by the Lender in its sole discretion, (i) the Borrower shall create, or cause to be created, a holding company structure reasonably satisfactory to the Lender, (ii) execute and deliver to the Lender such supplements, joinders or amendments to the applicable Loan Documents (including this Agreement) as the Lender deems reasonably necessary or advisable to establish such structure and to grant to the Lender a perfected first priority security interest in the assets of any new holding company and the Capital Stock and assets of any new Subsidiary, as the case may be, (iii) deliver to the Lender such documents and instruments as may be required to establish such structure and to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates, if any, representing such assets and Capital Stock, as the case may be, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account (other than, in each case, Excluded Accounts), and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property (other than Excluded Assets), (iv) cause such new holding company or Subsidiary, as the case may be, (A) to become a party to this Agreement, the Guarantee and Collateral Agreement and other applicable Security Documents, as the case may be, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Lender to establish such structure and to grant to the Lender a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Documents, with respect to such holding company or Subsidiary, as the case may be, including the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Lender and (C) to deliver to the Lender a customary certificate of such holding company or Subsidiary, as the case may be, in a form reasonably satisfactory to the Lender, with appropriate insertions and attachments, and (v) if requested by the Lender, del...
Holding Company Structure. BiznessOnline shall not conduct any business operations (other than as a holding company of the other Borrowers). BiznessOnline shall not own, hold or lease any operating assets, excluding the leasing of its corporate headquarters and related office furniture and office equipment and the employment of senior management and administrative staff.
Holding Company Structure. (a) At NBG's July, 2002 annual meeting of shareholders (the "Annual Meeting"), NBG will cause a vote to be held regarding a proposed reorganization to establish a holding company structure for the purpose of holding all the property, both personal and real, tangible and intangible of NBG (the "Reorganization Proposal") and (b) NBG shall represent to the shareholders of NBG that the Reorganization Proposal is supported by both NBG management and NBG's Board of Directors; and (c) NBG shall use commercially reasonable efforts to obtain shareholder approval of the Reorganization Proposal. Upon approval of the Reorganization Proposal, NBG shall have sixty (60) calendar days after the Annual Meeting to fully implement the Reorganization Proposal in form and substance acceptable to Administrative Agent in its sole discretion.
Holding Company Structure. At such time as the Majority ▇▇▇▇ Purchasers shall reasonably request, the Company shall form a holding company through a merger whereby all of the then outstanding Common Stock and Preferred Stock of the Company will be exchanged for common stock of the new holding company.
Holding Company Structure. The operations of WestPoint are conducted through its operating subsidiaries that are borrowers under the Loan and Security Agreement. The terms of the Loan and Security Agreement restrict the ability of the subsidiaries to make funds available to WestPoint to pay its indebtedness or dividends on its capital stock or to otherwise transfer assets to WestPoint. WestPoint does not have other sources of funds that would enable it to pay dividends. As of the date of this Offering Memorandum, the Standby Purchaser and its affiliates hold of record approximately 68% of the outstanding shares of Common Stock. Upon consummation of the Transactions, the Standby Purchaser will continue to hold of record at least a majority of the voting power of the outstanding Common Stock of WestPoint pending the outcome of the Litigation and, so long as it does, will control the election of the four directors to be elected by the holders of Common Stock pursuant to the terms of the Transactions. It will also control the election of the three directors to be elected by the holders of the Series A-1 Preferred Stock and, if the Standby Purchaser purchases the Series A-2 Preferred Stock, the election of the three directors to be elected by the holders of the Series A-2 Preferred Stock.
Holding Company Structure. It is the intent of ScripsAmerica to develop its corporate structure as a holding company, with operating subsidiaries. As the holding company, ScripsAmerica will be the “parent” of the group and will provide “staff” functions to the operating subsidiaries, which will perform “line” functions. The “staff” functions to be provided by ScripsAmerica will include maintaining the publicly trading status of the group, securing financing for needs of the group members, providing legal and accounting services to the group members, providing investor relations/public relations to the group, providing marketing and advertising to the group, managing the group to best reduce operating costs and maximizing profitability, and securing growth of the group through acquisitions.
Holding Company Structure. Seek shareholder approval for the implementation of a holding company structure at or before the Borrowers' 1999 shareholder meeting and effect the implementation of such holding company structure acceptable to the Required Lenders by July 31, 1999. Immediately upon the implementation of such holding company structure, the Holding Company shall enter into a pledge agreement in form and substance satisfactory to the Administrative Agent, pledging the shares of Dental Service.