US Venture Entity Sample Clauses

US Venture Entity. (i) At or prior to the Closing, Cyclone or a subsidiary thereof will form or cause to be formed US Venture Entity and shall transfer or cause to be transferred to US Venture Entity or one of its Affiliates the assets, shares and other equity interests included in clauses (A) and (B) and, in exchange, US Venture Entity shall issue 100% of its equity ownership interests and US Venture Entity or one of its Affiliates shall assume the liabilities included in clause (C): (A) all of the shares or other equity interests of the Cyclone Transferred Subsidiaries that conduct the Cyclone Subsea Business in the U.S., after giving effect to Cyclone’s Pre-Closing Reorganization Plan; (B) all of the assets of Cyclone and its Affiliates that are used or held for use primarily in or are primarily related to the Cyclone Subsea Business in the U.S. (other than any assets held by the Cyclone Transferred Subsidiaries and transferred pursuant to clause (A) or Section 2.1(c)(i)(A)); and (C) the liabilities (other than Excluded Liabilities) of Cyclone and its Affiliates to the extent attributable or related to the Cyclone Subsea Business or the Cyclone Transferred Assets in the U.S., whether arising prior to, on or after the Closing Date (and whether accrued, contingent, unasserted or otherwise) (other than any liabilities held by the Cyclone Transferred Subsidiaries and transferred pursuant to clause (A) or Section 2.1(c)(i)(A)). (ii) At the Closing, in exchange for the US Exchanged Interest, Storm US shall transfer or cause to be transferred to US Venture Entity or one of its Affiliates the assets, shares and other equity interests included in clauses (A) and (B) and US Venture Entity or one of its Affiliates shall assume the liabilities included in clause (C): (A) all of the shares or other equity interests of the Storm Transferred Subsidiaries that conduct the Storm Subsea Business in the U.S., after giving effect to Storm’s Pre-Closing Reorganization Plan; (B) all of the assets of Storm US and its Affiliates that are used or held for use primarily in or are primarily related to the Storm Subsea Business in the U.S. (other than any assets held by the Storm Transferred Subsidiaries and transferred pursuant to clause (A) or Section 2.1(c)(ii)(A)); and (C) the liabilities (other than Excluded Liabilities) of Storm US and its Affiliates to the extent attributable or related to the Storm Subsea Business or the Storm Transferred Assets in the U.S., whether arising prior to, on or a...
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US Venture Entity. (i) At or prior to the Closing, STC or a subsidiary thereof will form or cause to be formed US Venture Entity and shall transfer or cause to be transferred to US Venture Entity in exchange for an equity ownership interest therein: (A) all of the shares or other equity interests of the Schlumberger Subsidiaries that conduct the Schlumberger Seismic Business in the U.S., including those listed on Exhibit 2.1 (a) 1; (1) all of the assets of STC and its Affiliates that are primarily related to the Seismic Business in the U.S. and within the balance sheet categories listed on Exhibit 2.1 (a) 1 and (2) all of the non-balance sheet assets and business of STC and its U.S. Affiliates that are primarily related to the Seismic Business in the U.S.; and (C) the liabilities of STC and its Affiliates that are primarily related to the Seismic Business in the U.S. and within the balance sheet categories listed on Exhibit 2.1(a)-1. (ii) At the Closing, Bake▇ ▇▇▇h▇▇ ▇▇▇ll transfer or cause to be transferred to US Venture Entity or its subsidiaries, in exchange for an equity ownership interest therein (which equity ownership interest shall be based on the relative book value of the assets transferred to US Venture Entity by Bake▇ ▇▇▇h▇▇ ▇▇▇ its Affiliates under this paragraph (ii) compared to the book value of those assets transferred to US Venture Entity by STC and its Affiliates under paragraph (i)): (A) (1) all of the assets of Bake▇ ▇▇▇h▇▇ and its Affiliates that are primarily related to the Seismic Business in the U.S. and within the balance sheet categories listed on Exhibit 2.1 (a) 2 and (2) all of the non-balance sheet assets and business of Bake▇ ▇▇▇h▇▇ ▇▇▇ its U.S. Affiliates that are primarily related to the Seismic Business in the U.S.; and (B) the liabilities of Bake▇ ▇▇▇h▇▇ ▇▇▇ its Affiliates that are primarily related to the Seismic Business in the U.S. and within the balance sheet categories listed on Exhibit 2.1(a)-2. (iii) Immediately following the transfers by Bake▇ Hugh▇▇ ▇▇▇cribed in the preceding paragraph, STC or one of its U.S. Affiliates shall purchase for cash from Bake▇ ▇▇▇h▇▇ ▇ ▇ortion of Bake▇ Hugh▇▇' ▇▇sulting equity ownership interest in US Venture Entity such that following such purchase, Bake▇ ▇▇▇h▇▇ ▇▇▇l hold a 30% equity ownership interest in US Venture Entity. The amount of cash to be paid for such equity ownership interest shall be determined pursuant to Section 2.2.
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Related to US Venture Entity

  • Financial Attributes of Non-Wholly Owned Subsidiaries When determining the Applicable Margin and compliance by the Borrower with any financial covenant contained in any of the Loan Documents, only the Ownership Share of the Borrower of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included when including financial information from a Subsidiary that is not a Wholly Owned Subsidiary.

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which is a Regulated Entity, (ii) any Subsidiary which is an Inactive Subsidiary of the Borrower, (iii) Conserve to Preserve Foundation, a non-profit corporation organized under the laws of the State of New Jersey, (iv) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date, (v) any Project Subsidiary, and (vi) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.19 [Joinder of Guarantors]. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture, except in each case in respect of a Permitted Related Business Opportunity.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens. (b) Except for its interests in the Company Subsidiaries, the Company does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.