Operations of Newco Clause Samples

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Operations of Newco. Newco was formed on April 6, 1999 solely for the purpose of engaging in the transactions contemplated by this Agreement and the Stockholder Agreement and prior to the Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein. The authorized capital stock of Newco consists of 1,000 shares of common stock, par value $0.01 per share, all shares of which are issued and outstanding. All of such issued and outstanding shares are validly issued, fully paid and nonassessable and are owned by Parent, free and clear of all security interests, liens, claims, 30 pledges, agreements, limitations on voting rights, charges or other encumbrances of any nature whatsoever. Newco has no direct or indirect Subsidiaries and does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.
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Operations of Newco. Newco has been formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.
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Operations of Newco. 36 Section 5.16 Proposal to Acquire the Acquiror . . . . . . . . . 36
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Operations of Newco. Newco shall be formed solely for the purpose of entering into the transactions contemplated under this Agreement, and shall engage in no other business activities (other than conducting the Business following the Contribution Closing).
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Related to Operations of Newco

  • General Obligations of the Parties A. Recognition of Higher Education Partner, Promotion, Marketing, and Advertising 1) When reporting and publicizing high school students’ completion of dual credit courses, degrees, or certificates, ▇▇▇▇▇▇▇ ISD will recognize Collin College as their higher education partner awarding college credit. Both Parties agree not to use the other Party’s name, logo, or likeness in any press release, marketing materials, or other public announcements without receiving prior written approval from an authorized designee. B. Understanding of the Parties 1) Both parties understand the safety and security risks inherent with minors and agree that certain risks may be unforeseeable. Further, the Parties agree that the public safety departments from both Collin College and ▇▇▇▇▇▇▇ ISD will collaborate to develop and/or review safety and security standards and/or guidelines, including emergency response. 2) In accordance with FERPA, Collin College and ▇▇▇▇▇▇▇ ISD will protect students’ privacy and guard against the unauthorized release of identifying student information and records, and comply with all applicable requirements of FERPA.

  • Conditions of Eft Services (a.) Ownership of Card(s). Any Card we supply to you is our property and must be returned to us, or to any person whom we authorize to act as our agent, or to any person who is authorized to honor the Card, immediately according to instructions. The Card may be reclaimed at any time at our sole discretion without demand or notice. You cannot transfer your Card to another person.

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Sellers waive the conditions contained in Section 7.3(h) or Section 7.3(i): (a) Each of the representations and warranties of Purchaser contained in ARTICLE V of this Agreement shall be true and correct (disregarding for the purpose of such determination any qualification as to materiality or Purchaser Material Adverse Effect) as of the Closing Date as if made on such date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Purchaser Material Adverse Effect. (b) Purchaser shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Purchaser shall have delivered, or caused to be delivered, to Sellers: (i) Parent Warrant A (including the related warrant agreement), duly executed by Purchaser; (ii) Parent Warrant B (including the related warrant agreement), duly executed by Purchaser; (iii) a certificate executed as of the Closing Date by a duly authorized representative of Purchaser, on behalf of Purchaser and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied; (iv) stock certificates evidencing the Parent Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, including any required stamps affixed thereto; (v) the Equity Registration Rights Agreement, duly executed by Purchaser;

  • Conditions to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions: