Cross Ownership Sample Clauses

Cross Ownership. For so long as Buyer or any Affiliated Permitted Transferees or any of their respective Affiliates hold equity securities representing at least 5% of the total equity of the Corporation, the Corporation and its Affiliates will use their reasonable best efforts not to take any action which would cause or result in any violation by the Corporation and its Affiliates or by Buyer or any Buyer Members or any of their respective Affiliates of applicable provisions of the cross-ownership provisions of the Communications Act of 1934, as amended, or any comparable provisions of other applicable federal, state or local statutes or regulations, such that Buyer, or any Affiliated Permitted Transferee or any of their respective Affiliates would, as a result of Buyer's or any Affiliated Permitted Transferee's or any of their respective Affiliates' ownership, operation or management (whether directly or by attribution) of local telephone systems owned, operated, managed (whether directly or by attribution) or subject to a definitive purchase agreement to be acquired by Buyer, any of the Level 3 Holders, any Affiliated Permitted Transferees or any of their respective Affiliates as of the date of this Agreement and its interest in the Corporation, be compelled to (i) divest or restructure any interest in any such local telephone system; (ii) divest or restructure its interest in the Corporation; or (iii) incur any penalty or other sanction as a result of such action. Buyer and the Corporation will, and will cause their respective Affiliates to, cooperate with each other to seek to obtain any consents or waivers necessary to avoid violations of the type referred to in the previous sentence, provided that none of Buyer, any of the Level 3 Holders, any Affiliated Permitted Transferees or any of their respective Affiliates shall be required to agree to any divestiture or restructuring of any of its assets or business in order to secure any such consent or waiver. Should such required consents and waivers not be secured, the Corporation and its Affiliates will use their reasonable best efforts to refrain from such actions and will use their reasonable best efforts to take such actions as may be necessary from time to time in order to remedy any situation that could otherwise give rise to any such results as a result of such circumstances.
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Cross Ownership. For so long as Buyer holds equity securities representing at least 5% of the total equity of the Corporation, the Corporation and its Affiliates will use their reasonable best efforts not to take any action which would cause or result in any violation by the Corporation and its Affiliates or by the Buyer or any of its Affiliates of applicable provisions of the cross-ownership provisions of the Communications Act of 1934, as amended, or any comparable provisions of other applicable federal, state or local statutes or regulations, such that Buyer or any of its Affiliates would, as a result of Buyer's or its Affiliates' ownership, operation or management of cable television systems owned, operated, managed or subject to a definitive purchase agreement to be acquired by Buyer or its Affiliates as of the date of this Agreement and its interest in the Corporation, be compelled to (i) divest or restructure any interest in any such cable television system; (ii) divest or restructure its interest in the Corporation (or be compelled to terminate or restructure any of the agreements referred to in Section 8.02(d)); or (iii) incur any penalty or other sanction as a result of such action. Buyer and the Corporation will, and will cause their respective Affiliates to, cooperate with each other to seek to obtain any consents or waivers necessary to avoid violations of the type referred to in the previous sentence, provided that neither Buyer nor any of its Affiliates shall be required to agree to any divestiture or restructuring of any of its assets or business or the agreements referred to in Section 8.02(d) in order to secure any such consent or waiver. Should such required consents and waivers not be secured, the Corporation and its Affiliates will use their reasonable best efforts to refrain from such actions and will use their reasonable best efforts to take such actions as may be necessary from time to time in order to remedy any situation that could otherwise give rise to any such results as a result of such circumstances.
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Cross Ownership. From and after the date hereof, if (i) Parent or any of its respective Subsidiaries (other than the Company or any of its Subsidiaries), on the one hand, or the Company or any of its Subsidiaries, on the other hand (in each case a "Purchasing Party"), desires to acquire or purchase (including any acquisition or purchase by way of merger or consolidation) any television or radio broadcast stations, newspapers or any other asset of any kind or nature and (ii) pursuant to any Law or Order, (x) the party or any of such party's Subsidiaries not making such acquisition or purchase (a "Non-Purchasing Party") would be required to divest or otherwise dispose of any television or radio broadcast stations, newspapers or any other assets of any kind or nature, or (y) divestiture of any of the Parent Stations or Company Stations would be required prior to the Effective Time, then the Purchasing Party shall not make such acquisition or purchase without the prior written consent of the Non-Purchasing Party. Notwithstanding the foregoing provisions of this Section 8.15, in the event that Parent acquires or agrees to acquire any asset and reasonably believes that, pursuant to any Law or Order, Parent or the Surviving Corporation, as the case may be, would be required to divest of the KMBC (Kansas City, Missouri) television station, Parent may elect to take such action and the Company consents to such action and waives any rights or remedies it may have under this Agreement; provided that (i) if such action is taken prior to the Effective Time, Parent shall substitute consideration of Equivalent Value (as defined below) for KMBC in the form of one (or a combination) of the following at the election of Parent: (x) another television broadcasting station or stations; (y) cash; or (z) a reduced number of Company Series B Common Stock or (ii) if such action is taken after the Effective Time, Parent shall exchange a Qualifying Property for KMBC with the Surviving Corporation in a like kind tax- free exchange transaction and, to the extent that the estimated or actual 1997 broadcast cash flow of such Qualifying Property is greater or less than $21.7 million, then, in the case of an excess, the Surviving Corporation shall pay to Parent and, in the case of a deficiency, Parent shall pay to the Surviving Corporation, at Parent's election (x) cash; or (y) shares of Surviving Corporation Series B Common Stock having a value equal to the Market Price on the date such shares are paid (o...
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Cross Ownership. Under cross-ownership, each business owner will own (or jointly own) a policy on each of the other owners. If a claim is paid, the policy owners will receive the insurance proceeds to buy out the departing owner’s share of the business. Under this option, the policy is controlled by people other than the insured individual. The insurance cover on the life insured can be cancelled if not required by the business. The premiums are not tax deductible and the proceeds will be taxable if there is a claim for disability or ownership is via a company. Tax is also payable if there is a change to the ownership of the insurance policy, this generally occurs when there is a change in business ownership, such as partnership details. An agreement will be needed on how premiums are to be funded to ensure the policies stay current.
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Related to Cross Ownership

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

  • IP Ownership All Company Registered IP is owned by and registered or applied for solely in the name of a Group Company, is valid and subsisting and has not been abandoned, and all necessary registration, maintenance and renewal fees with respect thereto and currently due have been satisfied. No Group Company or any of its employees, officers or directors has taken any actions or failed to take any actions that would cause any Company Owned IP to be invalid, unenforceable or not subsisting. No funding or facilities of a Governmental Authority or a university, college, other educational institution or research center was used in the development of any material Company Owned IP. No material Company Owned IP is the subject of any Lien, license or other Contract granting rights therein to any other Person. No Group Company is or has been a member or promoter of, or contributor to, any industry standards bodies, patent pooling organizations or similar organizations that could require or obligate a Group Company to grant or offer to any Person any license or right to any material Company Owned IP. No Company Owned IP is subject to any proceeding or outstanding Governmental Order or settlement agreement or stipulation that (a) restricts in any manner the use, transfer or licensing thereof, or the making, using, sale, or offering for sale of any Group Company’s products or services, by any Group Company, or (b) may affect the validity, use or enforceability of such Company Owned IP. Each Principal has assigned and transferred to a Group Company any and all of his/her Intellectual Property related to the Business. No Group Company has (a) transferred or assigned any Company IP; (b) authorized the joint ownership of, any Company IP; or (c) permitted the rights of any Group Company in any Company IP to lapse or enter the public domain.

  • 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.

  • Management, Ownership The Company shall not materially change its ownership, executive staff or management without the prior written consent of the Secured Party. The ownership, executive staff and management of the Company are material factors in the Secured Party's willingness to institute and maintain a lending relationship with the Company.

  • Ownership Event In the reasonable judgment of Party A, on any day, the Share Amount for such day exceeds the Applicable Share Limit for such day (if any applies).

  • Ownership Rights Nothing contained in this Agreement shall be construed as (a) establishing or granting to Registry Operator any property ownership rights or interests of Registry Operator in the TLD or the letters, words, symbols or other characters making up the TLD string, or (b) affecting any existing intellectual property or ownership rights of Registry Operator.

  • Share Ownership No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an owner of shares or other securities of any member of FINRA participating in the Offering (other than securities purchased on the open market).

  • 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.

  • Ownership/No Claims Each Loan Party owns, or is licensed to use, all patents, patent applications, trademarks, trade names, servicemarks, copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of its business as currently conducted (the "INTELLECTUAL PROPERTY"), except for those the failure to own or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No claim has been asserted and is pending by any person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any Loan Party know of any valid basis for any such claim, in each case that could reasonably be expected to result in a Material Adverse Effect. The use of such Intellectual Property by each Loan Party does not infringe the rights of any person, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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