Certain Related Party Transactions Sample Clauses

Certain Related Party Transactions. Except as otherwise expressly provided in this Agreement, from and after the Effective Date of the Plan and thereafter for so long as CCI or any of its Affiliates shall continue to own 100% of the aggregate number of Subject Shares (with such percentage subject to reduction at the rate of 1% for each 4,838 Subject Shares in excess of the minimum 241,908 Subject Shares acquired by CCI), none of the Company and the Corporations shall (i) make any loans or advances, (ii) sell, lease or otherwise assign or transfer any assets or properties of any of the Company and the Corporations (whether tangible or intangible), or (iii) enter into any agreement, license, joint venture or related arrangement or transaction, whether written or oral with (individually or collectively, a “Related Party Transaction”), to or with any of Bell, Staton, their Affiliates or any other of the Xxxx/Xxxxxx Group Parties or any Affiliate of any of such Persons (individually, a “Related Party” and collectively, “Related Parties”), unless and until, prior to the consummation thereof, such Related Party Transaction (A) shall have, as to its terms and conditions, been fully disclosed in writing to all members of the Boards of Directors (including the CCI Board Representative), and (B) shall have been approved in writing by either of the CCI Board Representative or by CCI. Notwithstanding the foregoing (x) the Boards of Directors of the Company and the Corporations shall have the sole right to engage all attorneys, accountants or other professionals to render services on behalf of the Company and the Corporations, irrespective of whether or not the same constitutes a Related Party Transaction, and (y) the Company and the Corporations may lease office space from the Xxxx/Xxxxxx Group Parties or their Affiliates in Boca Raton, Florida, under a five year “triple net” lease, providing for rental of $15.00 per square foot and $9.00 per square foot for common area maintenance, and the Company and the Corporations may enter into a renewal of such lease and any other lease of space from the Related Parties; provided, such leases are at market rates and customary terms for offices leases in the area.
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Certain Related Party Transactions. Only those directors elected by holders of the shares of the Corporation's Class A Common Stock shall have the right to vote on any transaction of the Corporation in which ED&F is "Interested." For purposes of this Section 8.3, ED&F will be deemed to be Interested only in any transaction in which (i) the Corporation and any Person or Persons who are not Independent of ED&F participate and (ii) such Person or Persons have a direct or indirect material interest in such transaction and the amount involved in such transaction exceeds $120,000.
Sample 1
Certain Related Party Transactions. (a) The Corporation shall not enter into any transaction with or involving an Interested Stockholder (as herein defined) or an Affiliate of an Interested Stockholder including, but not limited to, any transaction involving (i) the redemption of Class B Common Stock, (ii) the issuance of Stock to an Interested Stockholder or its Affiliate, or (iii) the pledge of any assets of the Corporation as collateral for an obligation, in whole or in part, of an Interested Stockholder or its Affiliate (a "Related Party Transaction"), unless such Related Party Transaction has been approved by the affirmative vote of a majority of the Independent Directors, including at least one Class A Director. The Independent Directors may, at the Corporation's expense, retain separate legal counsel and financial advisors, to the extent they deem either necessary or appropriate, to represent them in connection with the negotiation and consummation of any such Related Party Transaction. Notwithstanding the foregoing, the Corporation may enter into a Related Party Transaction without the approval of a majority of the Independent Directors if (x) a majority of the Whole Board, including at least one Class A Director, affirmatively determines that such Related Party Transaction is being effected on terms no less favorable to the Corporation than would be obtainable in an arm's-length transaction with an unrelated third party or (y) such Related Party Transaction involves less than $1,000,000 in a single transaction or series of related transactions.
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Certain Related Party Transactions. Prior to the Closing, Sellers will not engage in any transaction with any executive officer or director of the Company outside the ordinary course of business.
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Certain Related Party Transactions. (a) Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, and (iii) the purchase of shares of Company Common Stock and the issuance of options to purchase shares of the Company's Company Common Stock, in each instance, approved in the written minutes of the Board of Directors, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, consultants or Key Employees, or any Affiliate thereof providing for Company benefits to any such Persons.
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Certain Related Party Transactions. Any Manager, personally and individually, may be a party to or may be interested in any contract or transaction of the Company, and no Manager shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Management Committee, and provided that the Management Committee shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of that Manager) of a majority of a quorum, notwithstanding the presence of that Manager at the meeting at which such action is taken. That Manager may be counted in determining the presence of a quorum at such meeting. This subsection shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.
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Certain Related Party Transactions. The Company and its Subsidiaries shall terminate the Affiliate Transactions that are listed on Schedule 8.4 of the Company Disclosure Schedules on or prior to the Closing.
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Certain Related Party Transactions. Except as set forth on Schedule 3.27, neither the Company nor the Subsidiary is indebted, either directly or indirectly, to any Related Party; no Related Party is indebted to either the Company or the Subsidiary or, to the Seller’s knowledge, has any direct or indirect ownership interest in any Person with which the Company or the Subsidiary is affiliated or with which the Company or the Subsidiary has a business relationship, or any Person which competes with the Company or the Subsidiary. No Related Party has a direct or indirect interest in any Contract with the Company or the Subsidiary. All Related Party transactions listed on Schedule 3.27 will be terminated at or prior to the Closing.
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Certain Related Party Transactions 
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Related to Certain Related Party Transactions

  • Related Party Transactions There are no business relationships or related party transactions involving the Company or any other person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required.

  • Interested Party Transactions 19 2.18 Insurance....................................................... 19 2.19

  • 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, members, partners, stockholders, customers or suppliers of any Partnership Entity, on the other hand, that is required to be disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (or any documents incorporated by reference therein) that is not so described.

  • Certain Relationships No relationship, direct or indirect, exists between or among either of the Transaction Entities, on the one hand, and the directors, officers, stockholders, partners, customers or suppliers of the Transaction Entities, on the other hand, which is required to be described in the Registration Statement, the General Disclosure Package or the Prospectus which is not so described.

  • Certain Affiliate Transactions EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status F-1 Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access Agreement K Intercompany Note L Joinder Agreement M Incumbency Certificate CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23, 2014, is entered into by and among TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”).

  • Certain Transactions The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party.

  • Certain Business Relationships With Affiliates No Affiliate of the Parent or of any of its Subsidiaries (a) owns any property or right, tangible or intangible, which is used in the business of the Parent or any of its Subsidiaries, (b) has any claim or cause of action against the Parent or any of its Subsidiaries, or (c) owes any money to, or is owed any money by, the Parent or any of its Subsidiaries. Section 3.26 of the Parent Disclosure Schedule describes any transactions involving the receipt or payment in excess of $1,000 in any fiscal year between the Parent or any of its Subsidiaries and any Affiliate thereof which have occurred or existed since the beginning of the time period covered by the Parent Financial Statements.

  • Prohibition of Short Sales and Hedging Transactions The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • Related Person Transactions Except for indemnification, compensation or other employment arrangements in the ordinary course of business, there are no Contracts, transactions, arrangements or understandings between the Company or any of its Subsidiaries, on the one hand, and any Affiliate (including any director or officer) thereof, but not including any wholly owned Subsidiary of the Company, on the other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Company’s Form 10-K or proxy statement pertaining to an annual meeting of stockholders.

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