Interests in other companies Sample Clauses

Interests in other companies. No Group Company is the legal or beneficial owner of, or has agreed to acquire, any shares, securities or other interests in, any company (other than the shares of another Group Company) nor is it a party to, or the subject of, any shareholder agreement.
Sample 1
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Interests in other companies. As per the corporate chart attached hereto as Exhibit 9.1(g), the Company is now and will be at Closing the directly lawful owner and holder of eighty percent (80%) of the total and voting outstanding shares of Rock World, all duly subscribed and fully paid in. On its turn, Rock World is the directly lawful owner and holder, on the date hereof and at Closing, of one hundred percent (100%) of the total and voting outstanding shares of Rock in Rio USA and Better World, all duly subscribed and fully paid in. Rock in Rio USA is the directly lawful owner and holder, on the date hereof and at Closing, of sixty percent (60%) of the total and voting outstanding shares of Rock World USA, all duly subscribed and fully paid in. Better World is the directly lawful owner and holder, on the date hereof and at Closing, of, respectively, one hundred percent (100%) and sixty per cent (60%) of the total and voting outstanding shares of Better World S.L. and Rock in Rio Madrid, all duly subscribed and fully paid in. None of the shares and/or quotas in the Company’s Subsidiaries was issued and/or acquired in violation of preemptive or other rights belonging to Third-Parties. On the date hereof and at Closing, the shares and/or quotas owned by the Company and issued by the Company’s Subsidiaries are and will be entirely free and clear of all Liens, and there is no legal, judicial, contractual or administrative restriction that could impede, delay or restrict the transactions contemplated in this Agreement. With the exception of its interests in the Company’s Subsidiaries, on the date hereof the Company does not hold, either directly or indirectly, any quotas, shares, Shares Equivalents of any kind in any Person. On the date hereof and at Closing,and except for the Settlement Agreement, neither the Company nor the Company’s Subsidiaries have entered into any agreement for the acquisition of quotas, shares, or Shares Equivalents from any Third-Party and/or Related Party that is still in force. Neither the Founding Shareholders nor the Company and the Company’s Subsidiaries hold or are party to any option agreement, share warrant (bônus de subscrição), right of first refusal, or other agreement that obligates or may obligate the Founding Shareholders, the Company, or any of the Company’s Subsidiaries to sell, transfer, or otherwise dispose of any interest in the Company or in any of the Company’s Subsidiaries triggered by the execution of this Agreement. On the date hereof and at...
Sample 1
Interests in other companies. The Company has no interest directly or indirectly in any company, association or business organisation, other than: - 100 % in Roxell Inc. - 80 % in Roxell Ltda (Brazil) - 22.5 % in V.R. Equipment Ltd (India). The Sellers have no interest directly or indirectly in any competing company, association or business organisation other than those set out in Section 1.3 of the Disclosure Letter.
Sample 1
Interests in other companies. The Company neither holds nor will hold by the Closing Date any shares and/or quotas in the capital of or any investment in any other legal entity, nor is it a party to any other forms of unincorporated associations, especially joint ventures, consortia, condominiums and/or unincorporated joint ventures, either in Brazil or abroad.
Sample 1
Interests in other companies. 17.1 The particulars of the Company and the Group Companies set out in schedule 3 are true and complete and no member of the Group has any other shares, loan capital, securities or other interests in any other company and save for the membership in Interflora (FTDA) British Unit no Group Company has any interest in any partnership or other unincorporated association, joint venture or consortium. So far as the Warrantors are aware, no notice or allegation has been received by any Group Company that: (i) any of the Shares are legally or beneficially owned otherwise than by the Persons so listed in the register of members of the Company, (ii) any Person has made or intends to make an application for the rectification of the Company’s register of members or (iii) there is a dispute concerning the title to any of the Shares. 17.2 The Shares held by the Warrantors and the issued shares of each Group Company other than the Company are free from all Encumbrances and no commitment has been given to create an Encumbrance affecting the Shares held by the Warrantors or the issued shares of any Group Company other than the Company (or any unissued shares or debentures or other unissued securities of any Group Company other than the Company) or for any of them to issue any share capital and no Person has claimed any rights in connection with any of those things. 17.3 No Group Company has at any time: (a) purchased, redeemed or repaid any of its own share capital; or (b) given any financial assistance in connection with the acquisition of its share capital or the share capital of its holding company as it would fall within sections 151 to 158 (inclusive) of the Companies Act.
Sample 1
Interests in other companies. 4.1 Since 1 June 2010, no Group Company has: 4.1.1 had any subsidiary or subsidiary undertaking (other than the Subsidiaries); or 4.1.2 been the subsidiary or subsidiary undertaking of any other company or undertaking (other than another Group Company).
Sample 1
Interests in other companies. 6.1 None of the Subsidiaries or the Company holds any shares or other interest, whether directly or indirectly, in any corporation, company, partnership, association or other legal entity, other than the shares held by the Company in the Subsidiaries and in Ipso Spain (the shares of which shall be transferred by the Company to the Seller prior to Closing pursuant to Clause 7.12 of the Agreement). 6.2 Except for Ipso Spain (the shares of which shall be transferred by the Company to the Seller prior to Closing pursuant to Clause 7.12 of the Agreement), the Company and the Subsidiaries do not have any subsidiaries, branches, representation offices or other places of business other than those set out in Disclosure Schedule 6.2.
Sample 1
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Related to Interests in other companies

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

  • Investments in Other Persons Other than as required to consummate the Merger Transactions, make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except: (i) equity Investments by the Parent and its Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Loan Parties; (ii) loans and advances to employees in the ordinary course of the business of the Parent and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (iii) Investments in Cash Equivalents; (iv) Investments existing on the date hereof and described on Schedule 4.01(y) hereto; (v) other Investments in an aggregate cash amount invested not to exceed $10,000,000 plus 50% of the Net Cash Proceeds from any issuance of Equity Interests; provided, however, that the consent of the Required Lenders shall be required for any single Investment in which the cash to be committed or paid exceeds $2,000,000; provided, further, that with respect to Investments made under this clause (v): (A) any newly acquired or organized Subsidiary of the Parent or any of its Subsidiaries shall be a wholly owned Subsidiary thereof; (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; and (C) any company or business acquired or invested in pursuant to this clause (v) shall be in the same line of business as the business of the Parent or any of its Subsidiaries or shall be engaged in an ancillary or related business; provided, further, still, that, if (1) any such Investment is made with a combination of cash and shares, stock or other securities of the Parent or any of its Subsidiaries and (2) such Investment results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum; (vi) extension of trade credit in the ordinary course of business; and (vii) an Investment through the acquisition by the Parent or any of its Subsidiaries of all of the outstanding Capital Stock of another Person solely in exchange for the Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock; provided, that either (A)(1) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case for the most recent twelve full months preceding the date of such acquisition, (2) immediately preceding the date of such acquisition, the value of the Current Assets of such Person minus unsecured Debt of such Person to be assumed in such acquisition minus Capitalized Leases of such Person to be assumed in such acquisition is at least $1.00, and (3) if the date of such acquisition shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such acquisition; or (B) the Required Lenders consent to such acquisition; provided, that, in any such case, any Person so acquired shall be a Subsidiary Guarantor; provided, further, that the calculations referred to in clauses (A)(1) and (A)(2) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual Investment to which such calculations shall apply, provided, however, that, if such combination results in the Debt Rating being downgraded by more than one level, then the Applicable Margin shall increase by 0.50% per annum.

  • Certain Other Agreements The Unitholder hereby: (a) agrees to promptly notify Parent of the number of any new Securities acquired by the Unitholder after the date hereof and prior to the Expiration Date; provided that any such Securities shall automatically be subject to the terms of this Agreement as though owned by the Unitholder on the date hereof; (b) agrees to permit Parent to publish and disclose in the Joint Proxy Statement, other filings with the SEC and in the press release announcing the transactions contemplated by the Merger Agreement, the Unitholder’s identity and ownership of the Securities and the nature of the Unitholder’s commitments, arrangements and understandings under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of the Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Partnership Support Agreement on the date hereof; and (c) shall and does authorize Parent or its counsel to notify the Partnership’s transfer agent that there is a stop transfer order with respect to all of the Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that Parent or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop transfer order with respect to the Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtained.

  • Rights in Other Capacities The Collateral Agent, the Custodial Agent and the Securities Intermediary and their affiliates may (without having to account therefor to the Company) accept deposits from, lend money to, make their investments in and generally engage in any kind of banking, trust or other business with the Purchase Contract Agent, any other Person interested herein and any Holder (and any of their respective subsidiaries or affiliates) as if it were not acting as the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, and the Collateral Agent, the Custodial Agent, the Securities Intermediary and their affiliates may accept fees and other consideration from the Purchase Contract Agent and any Holder without having to account for the same to the Company; provided that each of the Collateral Agent, the Custodial Agent and the Securities Intermediary covenants and agrees with the Company that it shall not accept, receive or permit there to be created in favor of itself and shall take no affirmative action to permit there to be created in favor of any other Person, any security interest, lien or other encumbrance of any kind in or upon the Collateral other than the lien created by the Pledge.

  • Defaults in Other Agreements or Indebtedness A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $1,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend;

  • Holds on Other Funds If we cash a check for you that is drawn on another financial institution, we may withhold the availability of a corresponding amount of funds that are already in your account. Those funds will be available at the time funds from the check we cashed would have been available if you had deposited it. If we accept for deposit a check that is drawn on another financial institution, we may make funds from the deposit available for withdrawal immediately but delay your availability to withdraw a corresponding amount of funds that you have on deposit in another account with us. The funds in the other account would then not be available for withdrawal until the time periods that are described elsewhere in this disclosure for the type of check that you deposited.

  • Effect on Other Entitlements Community service leave for jury service will count as service for all purposes.

  • Certain Other Matters INCREASES IN CAPITALIZATION. So long as any Preferred Shares are outstanding, the Trust shall not, without the affirmative vote or consent of the Holders of at least a majority of the Preferred Shares outstanding at the time, in person or by proxy, either in writing or at a meeting, voting as a separate class: (a) authorize, create or issue any class or series of shares ranking prior to or on a parity with Preferred Shares with respect to the payment of distributions or the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Trust, or authorize, create or issue additional shares of any series of Preferred Shares (except that, notwithstanding the foregoing, but subject to the provisions of paragraph (c) of Section 13 of this Part I, the Board of Trustees, without the vote or consent of the Holders of Preferred Shares, may from time to time authorize and create, and the Trust may from time to time issue additional shares of Preferred Shares, or classes or series of preferred shares ranking on a parity with Preferred Shares with respect to the payment of distributions and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Trust; PROVIDED, HOWEVER, that if Moody's and Fitch (or other NRSRO) is not then rating the Preferred Shares, the aggregate liquidation preference of all Preferred Shares of the Trust outstanding after any such issuance, exclusive of accumulated and unpaid distributions, may not exceed $___) or (b) amend, alter or repeal the provisions of the Declaration of Trust, or these Bylaws, whether by merger, consolidation or otherwise, so as to affect any preference, right or power of such Preferred Shares or the Holders thereof; PROVIDED, HOWEVER, that (i) none of the actions permitted by the exception to (a) above will be deemed to affect such preferences, rights or powers, (ii) a division or split of a Preferred Share will be deemed to affect such preferences, rights or powers only if the terms of such division adversely affect the Holders of Preferred Shares and (iii) the authorization, creation and issuance of classes or series of shares ranking junior to Preferred Shares with respect to the payment of distributions and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Trust, will be deemed to affect such preferences, rights or powers only if Moody's or Fitch is then raxxxx Xxeferred Shares and such issuance would, at the time thereof, cause the Trust not to satisfy the 1940 Act Preferred Shares Asset Coverage or the Preferred Shares Basic Maintenance Amount. So long as any Preferred Shares are outstanding, the Trust shall not, without the affirmative vote or consent of the Holders of at least a majority of the Preferred Shares outstanding at the time, in person or by proxy, either in writing or at a meeting, voting as a separate class, file a voluntary application for relief under Federal bankruptcy law or any similar application under state law for so long as the Trust is solvent and does not foresee becoming insolvent.

  • No Other Subsidiaries Except as described in Sections 1(i), 1(j), 1(k), 1(l), 1(m) and 1(n), none of the Partnership Entities own or, on the Closing Date or any settlement date, will own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity.

  • Effect on Other Agreements The provisions of this Agreement shall supersede the terms of any plan, policy, agreement, award or other arrangement of the Employer (whether entered into before or after the Effective Date) to the extent application of the terms of this Agreement is more favorable to the Executive.

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