Carlyle and Xx. Xxxxxx’x Rights Sample Clauses

Carlyle and Xx. Xxxxxx’x Rights. Prior to the third anniversary of the date of this Agreement, either Carlyle or Xx. Xxxxxx (or in the event of Xx. Xxxxxx’x death or incapacity such that he is unable to act Xx. Xxxxxx’x Representative) may cause the Company to execute definitive documentation to effect a Sale, if, and only if, the Fair Market Value of the aggregate consideration to be received in respect of a share of Series D Non-Voting Preferred Stock (or in respect of the number of shares of Company Common Stock into which a share of Series D Non-Voting Preferred Stock is converted in the Final Reclassification) plus the Fair Market Value of any Equity Securities retained by the selling Securityholders in such Sale, together with the Fair Market Value of the aggregate amount of all distributions theretofore made by the Company in respect of a share of Series D Non-Voting Preferred Stock, is equal to at least 2.0 times the aggregate initial subscription price for a share of Class D Preferred Stock pursuant to Section 1.2 of the Exchange Agreement (which amount is $11.75) (the “Valuation Test”). For purposes of this Section 4(a)(iii), any escrow or like arrangement securing indemnification obligations or contingent liabilities that is part of the Sale consideration (including any note other than one that is expressly not subject to a set-off or similar right by the purchaser in respect of indemnification obligations or other contingent liabilities), as permitted by this Agreement, shall be valued at its Fair Market Value in accordance with Section 4(a)(iv)(B). If either Carlyle or Xx. Xxxxxx (or in the event of Xx. Xxxxxx’x death or incapacity such that he is unable to act Xx. Xxxxxx’x Representative) desires to effect a Sale pursuant to this Section 4(a)(iii) and obtains written advice from a nationally recognized investment bank to the effect that the Valuation Test is reasonably likely to be satisfied in the transaction, and if an Exit Notice (as defined in the Partnership Agreement) has not yet been given, such party shall have the right, subject to the terms of the Partnership Agreement, to cause the Company to deliver, in accordance with the terms of Article 9 of the Partnership Agreement, such an Exit Notice in order to initiate a split-up of the Partnership (a “Partnership Split-Up”). Following or in connection with a Partnership Split-Up so initiated, either Carlyle or Xx. Xxxxxx (or in the event of Xx. Xxxxxx’x death or incapacity such that he is unable to act Xx. Xxxxxx’x Repr...
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Related to Carlyle and Xx. Xxxxxx’x Rights

  • Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • /s/ Xxxxxx X Xxxxx ------------------- ..................

  • Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

  • Xxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Xxxxxx, Xxxxxx X Xxxxxx has been with the Office of the Chairman of Insignia 000 Xxxx Xxxxxx and has been Chairman of Insignia/ESG, Inc. since July 1996. Prior to New York, NY 10166 July 1996, Xx. Xxxxxx'x principal employment for more than the prior five years was as a founder and Chairman of Xxxxxx X. Xxxxxx Company, Incorporated ("ESG"), a commercial property management and brokerage firm located in New York, New York that was acquired by Insignia in June 1996.

  • Xxxx-Xxxxx Act Borrower will comply with the applicable requirements of the Xxxx-Xxxxx Act in purchasing any Replacement Cap Agreement.

  • /s/ Xxxxx X Xxxx ------------------ ..................

  • XXX XXXXXXX Xxx The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.

  • XX XXXXXXX XXXXXXX xxx undersigned, being the sole trustee of the Trust, has executed this Certificate of Trust as of the date first above written. Wilmington Trust Company, not in its individual capacity but solely as owner trustee under a Trust Agreement dated as of February 13, 2002 By:_____________________________________ Name: Title: EXHIBIT C [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").

  • Hart-Xxxxx-Xxxxxx Xxe provisions of the Hart-Xxxxx-Xxxxxx Xxx are not applicable to the transactions contemplated hereby and neither the Corporation nor Seller is required to make any filings or submissions to obtain any approvals thereunder in connection herewith.

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