Canadian Ownership Sample Clauses

Canadian Ownership. (a) Notwithstanding any other provision of this Agreement, the Corporation, CSR and Sirius will act to ensure that all requirements relating to the ownership and control of broadcasting undertakings as set out in the Broadcasting Act (Canada) and related regulations, rules and regulatory policies, directions and decisions in effect from time to time and the terms of licences granted to the Corporation or CSR or Sirius by the CRTC or Industry Canada (the “Restrictions”) are complied with at all times, including the establishment of an independent programming committee of each of CSR and Sirius that meets regulatory approval and such other mechanisms that will ensure the Corporation and each of CSR and Sirius are controlled in fact by Canadian entities.
Sample 1
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Canadian Ownership. At the Effective Time, after giving effect to the issuance of the Aggregate Merger Consideration in accordance with the terms hereof, residents of Canada (i) will not own directly or indirectly more than 10% of the outstanding Buyer Common Stock, and (ii) will not represent in number more than 10% of the total number of owners, directly or indirectly, of Buyer Common Stock, in each case, as determined in accordance with National Instrument 45-102 of the Canadian Securities Administrators.
Sample 1
Canadian Ownership. Notwithstanding any other provisions of this Agreement, including those relating to share transfers, the Corporation and CSR will act to ensure that all requirements relating to the ownership and control of broadcasting undertakings as set out in the Broadcasting Act (Canada) and related regulations, rules and regulatory policies, directions and decisions in effect from time to time and the terms of licenses granted to the Corporation or CSR by the CRTC or Industry Canada (the “Restrictions”), are complied with at all times, including as required by the Broadcasting Act (Canada) and including the establishment of an independent programming committee of CSR that meets regulatory approval and such other mechanisms that will ensure the Corporation and CSR are controlled in fact by Canadian entities. The Corporation and CSR will act to ensure that, other than the issuance of Shares to XM Holdings under the Share Issuance Agreement dated on or about the date hereof, no transfer or issuance of Shares or other securities of the Corporation or CSR shall be permitted if such transfer or issuance would cause CSR, after giving effect to the issuance of the Shares to XM Holdings under the Share Issuance Agreement, to cease to be a “qualified corporation” in the context of “The Direction to the CRTC (Ineligibility of Non-Canadians)” dated April 8, 1997 or the equivalent under successor legislation, regulation, rules or regulatory policies, directions or decisions and unless such Transfer is in compliance with the Investment Canada Act (Canada). The Corporation and CSR will act to ensure that XM Holdings shall not be required by the Restrictions or the constating documents of the Corporation (unless XM Holdings is then the only non-Canadian) to sell, transfer or divest any of the Shares acquired under the Share Issuance Agreement without violation of the Restrictions, and in each instance when there is a proposed transfer or issuance of Class B Shares to XM Holdings that the Corporation or XM Holdings reasonably concludes might be prohibited by the Restrictions but would not be prohibited if the Shares to be transferred or issued were Class A Shares, the Parties shall use all reasonable efforts and take such reasonable actions to permit XM Holdings to acquire Class A Shares in lieu of the Class B Shares. The Corporation and CSR acknowledge and agree that the covenants and agreements in this Section may limit the Corporation’s ability to issue shares of the Corporation o...
Sample 1
Canadian Ownership. The web series property must be owned and produced through a company incorporated in Canada under the laws of Canada or a Canadian province or territory. All projects must adhere to standard legal, business, and accounting procedures. All web series may, if requested, be required to have a final audit performed. Refusal to supply audit results (if requested) or final cost reports will result in disqualification from this agreement and will require contracting at the appropriate IPA conditions.
Sample 1

Related to Canadian Ownership

  • Equity Ownership All issued and outstanding Capital Securities of the Borrower and each of its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Bank, if any. As of the date hereof, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of the Borrower and each of its Subsidiaries.

  • Property Ownership The Fund owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.

  • Change in Ownership Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.

  • Company Ownership Company will own its respective right, title, and interest, including Intellectual Property Rights, in and to the Company Data. Company hereby grants BNYM a limited, nonexclusive, nontransferable license to access and use the Company Data, and consents to BNYM's permitting access to, transferring and transmitting Company Data, all as appropriate to Company's use of the Licensed Rights or as contemplated by the Documentation.

  • Capitalization; Ownership Section 3.2 of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing).

  • Type of ownership (You must check one box) Individual Custodian for Tenants in Common Uniform Gifts to Minors Act of the State of: __________ Joint Tenants with rights of Survivorship Corporation (Inc., LLC, LP) – Please List all officers, directors, partners, managers, etc.: Partnership (Limited Partnerships use “Corporation”) Trust Community Property Other (please explain)

  • Bank Ownership The Bank is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Bank shall be the beneficiary of the remaining death proceeds of the Policy after the Executive’s interest is paid according to section 2.2 below.

  • 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.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Intellectual Property Ownership We, our affiliates and our licensors will own all right, title and interest in and to all Products. You will be and remain the owner of all rights, title and interest in and to Customer Content. Each party will own and retain all rights in its trademarks, logos and other brand elements (collectively, “Trademarks”). To the extent a party grants any rights or licenses to its Trademarks to the other party in connection with this Agreement, the other party’s use of such Trademarks will be subject to the reasonable trademark guidelines provided in writing by the party that owns the Trademarks.

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