Disposal of Ownership of a CanArgo Group Member Sample Clauses

Disposal of Ownership of a CanArgo Group Member. CanArgo Energy Corporation will not, and will not permit any CanArgo Group Members to, sell or otherwise dispose of any shares of Subsidiary Stock, nor will CanArgo Energy Corporation permit any such CanArgo Group Member to issue, sell or otherwise dispose of any shares of its own Subsidiary Stock, provided that the foregoing restrictions do not apply to: (a) the issue of directors' qualifying shares by any such Material Subsidiary; (b) any such Transfer of Material Subsidiary Stock constituting an Intergroup Transfer; (c) any such Transfer of Material Subsidiary Stock by a nominee holder as required pursuant to the terms of a Pledge Agreement; (d) any issuance of shares of Subsidiary Stock by a Material Subsidiary that qualifies as a Permitted Farmout Arrangement; and (e) the disposition or dissolution of any Subsidiary that is not a Material Subsidiary; provided that the proceeds of such disposition or assets of the Subsidiary are transferred to another CanArgo Group Member and immediately before and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist.
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Disposal of Ownership of a CanArgo Group Member. The Company will not, and will not permit any CanArgo Group Members to, sell or otherwise dispose of any shares of Subsidiary Stock, nor will the Company permit any such CanArgo Group Member to issue, sell or otherwise dispose of any shares of its own Subsidiary Stock, provided that the foregoing restrictions do not apply to: (a) the issue of directors’ qualifying shares by any such Material Subsidiary; (b) any such Transfer of Material Subsidiary Stock constituting an Intergroup Transfer; (c) any issuance of shares of Subsidiary Stock by a Material Subsidiary that qualifies as a Permitted Farmout Arrangement; (d) the disposition or dissolution of any Subsidiary that is not a Material Subsidiary; provided that the proceeds of such disposition or assets of the Subsidiary are transferred to another CanArgo Group Member and immediately before and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist; (e) the conversion of the Subordinated Notes into Tethys Common Stock; (f) the sale of Tethys Common Stock by the Company and/or Tethys in completing the Tethys Spin-Out, provided, however, that at the time of completion of the Tethys Spin-Out, each of the Tethys Subsidiaries repays to the Company, in full, in cash, all accrued interest and outstanding principal under any Indebtedness arising from any advance made by the Company to either of the Tethys Subsidiaries after May 31, 2006; and (g) the sale by Tethys of up to $5,000,000 in equity prior to the Tethys Spin-Out, provided that the pre-money enterprise valuation of Tethys at the time of such sale is at least $52,000,000, and so long as the proceeds from such sale are used to complete the infrastructure necessary to achieve first gas. Proceeds from any such sale shall not be required to be used to repay to the Company any accrued interest and outstanding principal under any Indebtedness arising from any advance made by the Company to either of the Tethys Subsidiaries after May 31, 2006.
Sample 1

Related to Disposal of Ownership of a CanArgo Group Member

  • Ownership of Subsidiaries The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary.

  • Company Ownership of Other Entities The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other entity.

  • Ownership of Owner No By a Deed of Conveyance dated 10th May, 2013 and registered in the Office of the Additional District Sub-Registrar, Chandannagore, Hooghly in Book No. I, CD Volume No.5, Pages from 4056 to 4073, being Deed No.01491 for the year 2013, Jubilant First Trust Healthcare Limited sold to Kalashdhan Plot Managers Private Limited, the Owner No. 1.33 herein, undivided 1/47th (one-forty seventh) share in the Said Property.

  • Ownership of the Obligors An Obligor (other than the Company) is not or ceases to be a Subsidiary of the Company.

  • Change in Ownership of the Company A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change of Control; or

  • Ownership of Borrower The REIT Guarantor is the sole general partner of the Borrower and owns free of any Lien or other claim not less than a sixty-six and two-thirds percent (66 2/3%) Equity Interest in the Borrower as the general partner thereof.

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1) the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock outstanding owned by the Parent Guarantor and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2) the Unconsolidated Affiliates, and (3) each Constituent Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary.

  • 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)

  • Ownership of the Borrower Except as set forth in the Partnership Agreement of the Borrower, the Borrower has no obligation to any Person to purchase, repurchase or issue any ownership interest in it.

  • Disposal of Subsidiary Interests Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Laws; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Laws.

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