FPI Sample Clauses

FPI. The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act. (ccc) PFIC. Based the Company’s current estimates of its gross income, its gross assets, the nature of its business and its current business plan, the Company believes that it is not, as of the date hereof, and will not become, upon the sale of the Offered ADSs as contemplated by this Agreement, a “passive foreign investment company” (as defined in Section 1297 of the Code, and the regulations promulgated thereunder).
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FPI. The Company is a “foreign private issuer” (“FPI”) within the meaning of Rule 405 under the Securities Act.
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FPI. The Company was a “foreign private issuer” within the meaning of Rule 405 under the Securities Act through March 31, 2018. (aaa) PFIC. Based on the Company’s estimated gross income, the average value of the Company’s assets, including goodwill, and the nature of the Company’s active business, the Company does not believe that it was classified as a “passive foreign investment company” for U.S. federal income tax purposes for its taxable year ended September 30, 2017.
Sample 1
FPI and Buyer agree to provide all information necessary to complete and execute all documents and perform all actions necessary to comply with the following: (i) Real Estate Settlement Procedures Act of 1974; (ii) Internal Revenue Service Form 1099S; (iii) Section 1445 of the Internal Revenue Code as amended (which deals with the citizenship of the Seller; (iv) a mutually agreeable summary of the closing transaction and (v) all laws, statutes, ordinances and regulations applicable to the transaction.
Sample 1
FPI. Section 5.8 Independent Accountant. Section 3.7(d) Independent Committee. Section 9.6 Intellectual Property Licenses. Section 4.10(b) Liability Cap. Section 9.4 Leased Properties. Section 4.23(b) Lockup Agreements. Section 6.11 Merger. Recitals Merger Sub. Preamble Merger Sub Charter. Section 5.1 Merger Sub Operating Agreement. Section 5.1 Mutual Non-Disclosure and Confidentiality Agreement. Section 6.7 New Parent Bylaws. Section 6.14(d) New Parent Charter. Section 6.14(d) Owned Intellectual Property. Section 4.10(a) Parachute Payment Waiver. Section 6.18 Parent. Preamble Parent Board. Section 6.4 Parent Indemnified Parties. Section 9.2(b) Parent Material Agreement. Section 5.12(a) Parent Memorandum. Section 5.1 Parent Ordinary Shares. Section 5.8 Pre-Closing Period. Section 6.2(b) Proxy Statement. Section 6.14(a) PII. Section 4.10(e) Real Property Lease. Section 4.23(b) Real Property Law. Section 4.23(c) Representative. Preamble Xxxxxxxx-Xxxxx Act. Section 5.11
Sample 1
FPI. 12 is a final block of a classroom component, which must be taken when all distance education blocks have been successfully completed. The classroom component is held at a location and time determined by the Fire Academy. Although these blocks are required for certification, the time frames required for completion (i.e. 36 months) do not apply. PROMOTIONAL POOL PROGRAMS
Sample 1
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FPI. 12 is a final block of a classroom component, which must be taken when all distance education blocks have been successfully completed. The classroom component is held at a location and time determined by the Fire Academy. Although these blocks are required for certification, the time frames required for completion (i.e. 36 months) do not apply. Lieutenant Pool Program Fire Prevention Division PREREQUISITES 1. Meet or exceed prerequisites and compulsory requirements of 1st Class Fire Fighter. COMPUL­SORY OPTIONAL 1. Fire Prevention Program, J.I.­B.C. Fire Academy (within 36 months). *see NOTE below 1. ­­Fire Academy courses as per Letter of Understanding No. 4. 2. Fire Investi­gation Course Levels 1, 2 & 3, B.C. Fire Commissio­ner's Office (as available). 3. Pass oral exam on Policies and Pro­cedures, Rules and Regulations, Standard Oper­ating Guidelines of Saanich Fire Dep­artment.
Sample 1
FPI. 12 is a final block of a classroom component, which must be taken when all distance education blocks have been successfully completed. The classroom component is held at a location and time determined by the Fire Academy. Although these blocks are required for certification, the time frames required for completion (i.e. 36 months) do not apply. Captain Pool Program Fire Prevention Division PREREQUISITES 1. Meet or exceed prerequisites and compulsory requirements of 1ST Class Fire Fighter. COMPULSORY OPTIONAL 1. Fire Prevention Program, J.I.­B.C. Fire Academy (with­in 36 months). *see NOTE below 1. Fire Officer Program, J.I.B.C. Fire Acad­emy. 2. Fire Investigation Courses Levels 1, 2 & 3, B.C. Fire Com­missioner's Office (as avail­able). 2.
Sample 1

Related to FPI

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • Merger Subsidiaries Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Company Subsidiaries As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Non-Company Business Except with the prior written consent of the Board, Executive will not during the term of Executive’s employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder.

  • Parent Subsidiaries (a) All the outstanding shares of capital stock or voting securities of, or other equity interests in, each Parent Subsidiary have been validly issued and are fully paid and nonassessable and are owned by Parent, by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all material pledges, liens, charges, mortgages, deeds of trust, rights of first offer or first refusal, options, encumbrances and security interests of any kind or nature whatsoever (collectively, with covenants, conditions, restrictions, easements, encroachments, title retention agreements or other third party rights or title defect of any kind or nature whatsoever, “Liens”), and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities laws.

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Required Company Vote The Company Stockholder Approval, being the affirmative vote of a majority of the outstanding shares of the Company Common Stock, is the only vote of the holders of any class or series of the Company's securities necessary to approve this Agreement, the Merger and the other transactions contemplated hereby. There is no vote of the holders of any class or series of the Company's securities necessary to approve the Stock Option Agreement.

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

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