Affiliate and Employee Loans and Transactions Sample Clauses

Affiliate and Employee Loans and Transactions. Borrower shall not (nor permit any of its Subsidiaries to) enter into any lending, borrowing or other commercial transaction with or make any payments or transfers of funds or assets (including payment of any management, consulting, advisory or similar fee) to, or issue any shares of Borrower's Stock, or any warrant, option or other right to acquire Shares of Borrower's Stock, or any securities convertible into Borrower's Stock to, any of its Affiliates; PROVIDED, that (a) Borrower may issue shares of Borrower's Stock, or any warrant, option or other right to acquire shares of Borrower's Stock, or any security convertible into Borrower's Stock, to any Affiliate (including, without limitation, to Ramsay Affiliates in exchange for Series 1997-A Preferred Stock, Series B Bridge Notes and/or the Ramsay Subordinated Note) on terms that are no less favorable to Borrower than might be obtained in an arm's-length transaction from a Person that is not an Affiliate of Borrower; (b) Borrower's Subsidiaries may make Restricted Payments to the extent permitted under SECTION 6.15; (c) the Credit Parties may pay salary and wages and provide stock options and other executive compensation to its executive officers, to the extent approved by Borrower's Board of Directors or the compensation committee thereof; (d) Borrower may pay reasonable and customary directors' fees to its directors; (e) the Credit Parties may pay reasonable legal fees and reasonable out-of-pocket expenses to Haytxx & Xurlxx xxx services rendered; (f) the Credit Parties may engage in other transactions between or among Credit Parties that are specifically permitted by SECTION 6.02; and (g) RMCI may pay the balance of the sums due to Petex X. Xxxxx xxx the sums due to Luis X. Xxxella referenced in paragraph 12 of Schedule 6.05 of the Original Credit Agreement after such time as (i) the $2,500,000 figure included in clause (b) of the definition of Borrowing Base shall have reduced to zero upon the application of Net Cash Proceeds of one or more issuances of Stock by Borrower pursuant to SECTIONS 1.02(E)(II) and (F); the $9,000,000 figure included in the definition of Revolving Credit Commitments shall have reduced to $5,500,000 upon the application of such Net Cash Proceeds; and (iii) no Default or Event of Default shall have occurred and be continuing. Set forth in SCHEDULE 6.05 is a list of all such lending, borrowing or other commercial transactions existing or outstanding as of the Effective Date. Not...
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Affiliate and Employee Loans and Transactions. The Borrower shall not (and shall not suffer or permit any of its Domestic Subsidiaries to) enter into any lending, borrowing or other commercial transaction with any of its Foreign Subsidiaries, Affiliates, officers, directors, shareholders or employees, including payment of any management, consulting, advisory or similar fee; provided that:
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Affiliate and Employee Loans and Transactions. 45 --------------------------------------------- SECTION 6.06. Guaranteed Indebtedness........................ 46 ----------------------- SECTION 6.07. Liens.......................................... 46 ----- SECTION 6.08. Sale of Stock and Assets....................... 46 ------------------------ SECTION 6.09.
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Affiliate and Employee Loans and Transactions. Employment Agreements. -------------------------------------------------------------------- Except as otherwise expressly permitted hereunder, Borrower shall not (and shall not permit any of its Subsidiaries to) enter into any management agreements, service agreements, lending, borrowing or other commercial transaction with any of its Subsidiaries, Affiliates, officers, directors or employees, including, without limitation, payment of any management, consulting, advisory or similar fee; provided, however, Borrower may (i) on the Closing Date and on the date of -------- ------- any Acquisition Line Advance, extend a loan to Holdings to enable Holdings to pay a portion of the amount due to the applicable Sellers, such loan to be evidenced by a promissory note executed by Holdings and payable to Borrower, and (ii) extend loans to its officers, directors and employees in a maximum aggregate principal amount outstanding at any time for all officers, directors and employees of $100,000.00, except as stated on Schedule 6.4. Set forth on ------------ Schedule 6.4 is a list of all such management agreements, service agreements, ------------ lending, borrowing or other commercial transactions existing or outstanding as of the Closing Date.
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Affiliate and Employee Loans and Transactions. None of the Loan Parties shall, directly or indirectly, enter into, assume or permit to exist any lending, borrowing or other commercial transaction with any of its Affiliates (other than another Loan Party) or employees, including payment of any management, consulting, servicing, advisory or similar fee, unless such transaction or series of related transactions is in accordance with Applicable Law (including financial assistance restrictions thereunder) and provided that:
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Affiliate and Employee Loans and Transactions. 37 SECTION 6.06.
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Affiliate and Employee Loans and Transactions. Employment Agreements. -------------------------------------------------------------------- Except as otherwise expressly permitted hereunder, Borrower shall not (and shall not permit any of its Subsidiaries to) enter into any management agreements, service agreements, lending, borrowing or other commercial transaction with any of its Subsidiaries, Affiliates, officers,
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Affiliate and Employee Loans and Transactions. Employment --------------------------------------------------------- Agreements. Except as otherwise expressly permitted hereunder, Borrower shall not (and shall not permit any of its Subsidiaries to) enter into any lending, borrowing or other commercial transaction with any of its Subsidiaries, Affiliates, officers, directors or employees, including payment of any management, consulting, advisory or similar fee, other than on terms and conditions as favorable to such Person as would be obtainable by such Person at the time in a comparable arm's-length transaction with a Person other than an Affiliate or a Subsidiary; provided, that the foregoing shall not prohibit any -------- of the following: (a) loans by Borrower to its officers, directors and employees in a maximum aggregate principal amount outstanding at any time for all officers, directors and employees of $50,000; (b) payment by Borrower and its Subsidiaries of reasonable compensation to their respective management employees as approved by their respective boards of directors; and (c) purchases by Borrower and its Subsidiaries from their respective Subsidiaries and Affiliates of raw materials to be used in their respective businesses, so long as such purchases are on terms and conditions as favorable to the purchaser as would be obtained by such Person in a comparable arm's length transaction with a Person other than an Affiliate or Subsidiary. Set forth in Schedule 6.4 is a list of ------------ all such lending, borrowing or other commercial transactions existing or outstanding as of the Closing Date.
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Affiliate and Employee Loans and Transactions. 13 SECTION 7.06 LIENS......................................................14 SECTION 7.07 SALE OF STOCK AND ASSETS...................................14 SECTION 7.08
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Related to Affiliate and Employee Loans and Transactions

  • Certain Transactions and Agreements To the Knowledge of the Company ----------------------------------- and the Shareholders, none of the directors or shareholders of the Company, nor any member of their immediate families, has any direct or indirect ownership interest in any firm or corporation that competes with the Company (except with respect to any interest in less than one percent of the stock of any corporation whose stock is publicly traded). None of said officers directors, shareholders or employees, nor any member of their immediate families, is directly or indirectly interested in any contract or informal arrangement with the Company, except for normal compensation for services as an officer, director or shareholder thereof. None of said officers, directors, shareholders or employees nor any member of their immediate families has any interest in any property, real or personal, tangible or intangible, including any Intellectual Property Rights, used in or pertaining to the business of the Company, except for the normal rights of a shareholder of the Company.

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the Preliminary Prospectus or the Prospectus and is not so described.

  • Fund Transactions The Advisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund. With respect to brokerage selection, the Advisor shall seek to obtain the best overall execution for fund transactions, which is a combination of price, quality of execution and other factors. The Advisor may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Advisor with brokerage, research, analysis, advice and similar services, and the Advisor may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Advisor determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Advisor to the Fund and its other clients and that the total commission paid by the Fund will be reasonable in relation to the benefits to the Fund and its other clients over the long-term. The Advisor will promptly communicate to the officers and the trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

  • Merger, Consolidation or Assumption of the Obligations of Seller; Certain Limitations Any Person (i) into which the Seller may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Seller shall be a party or (iii) which may succeed to all or substantially all of the business of the Seller, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, except that if the Seller in any of the foregoing cases is not the surviving entity, then the surviving entity shall execute an agreement of assumption to perform every obligation of the Seller hereunder. The Seller shall satisfy the Rating Agency Condition with respect to any merger, consolidation or succession pursuant to this Section.

  • Subsidiaries and Owners; Investment Companies Schedule 6.1.2 states (i) the name of each of the Borrowers' Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the "Subsidiary Equity Interests"), (ii) the name of each holder of an equity interest in the Borrowers (except for Parent), and the amount, percentage and type of such equity interest, and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii). The Borrowers and each Subsidiary of the Borrowers have good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an "investment company" registered or required to be registered under the Investment Company Act of 1940 or under the "control" of an "investment company" as such terms are defined in the Investment Company Act of 1940 and shall not become such an "investment company" or under such "control."

  • Closing Date Transactions On the Closing Date, subject to the satisfaction of the terms and conditions herein:

  • Certain Transactions and Confidentiality Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules. Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

  • Transactional Agreements Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

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