Intra-Company Transactions Sample Clauses

Intra-Company Transactions. If a Corporation (including an entity consolidated therewith pursuant to paragraph (i) of this Section) uses its Section 7(i) Resources, after they have been severed and processed (if necessary or customary) to the point of marketability, other than in the process of producing additional Section 7(i) Resources, or sells or transfers its Section 7(i) Resources, after they have been severed, to a Related Party (other than a Related Party consolidated with the Corporation pursuant to paragraph (i) of this Section) or to a Village Corporation, or if the Corporation (or an entity consolidated therewith) engages in the primary manufacture, refining or processing of said Section 7(i) Resources on its own account (beyond that necessary or customary to bring the Section 7(i) Resource to the point of marketability), Gross Section 7(i) Revenues resulting from such uses or transactions shall be computed exclusively on the basis of the fair market price for the same type, grade, quality and concentration of the Section 7(i) Resource in the relevant market at the point of sale or use, regardless of what price may actually be charged for internal purposes. The relevant market for oil and gas, minerals, or timber, respectively, shall be the same field, deposit, or cutting area from which the resources in question were severed if a significant volume of arm’s-length sales are made from such field, deposit, or cutting area, and, if not, shall be based on the most nearly comparable fields, deposits, or cutting areas, provided that the fair market price of any production subject to price controls shall be the price determined pursuant to such controls. Fair market price for a Section 7(i) Resource sold under a long- term contract shall be measured at the time such contract is executed if the terms of the contract are commercially reasonable given the nature of the resource and the market therefor and, where markets for the resource are limited at the time such contract is executed, considering the nature and size of the project in connection with which the resource is used, manufactured, refined or processed. All uses and transactions covered by this paragraph, and the bases of their valuation, must be identified and reported by the Corporation pursuant to Article V, Section 3.
Sample 1
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Intra-Company Transactions. A. To the extent Borrower or any Bridge Guarantor, through one or more inter-company transactions whether in the nature of a sale, sale-leaseback, financing arrangement, incurrence of Intra-Company Debt, merger, corporate or other reorganization, or otherwise, converts or has the effect of converting Cash, Cash Equivalents or other Property which would otherwise constitute Bridge Collateral, Permitted Proceeds or Property of a Bridge Guarantor, into Cash, Cash Equivalents, or other Property which does not constitute Bridge Collateral, Permitted Proceeds or Property of a Bridge Guarantor (but for this Section 11.A), then such converted Cash, Cash Equivalents or other Property shall for all purposes be deemed Bridge Collateral, Permitted Proceeds and/or Property of a Bridge Guarantor and any of Bridge Lenders' liens or encumbrances thereon or security interests therein shall continue and survive with respect to such Cash, Cash Equivalents or other Property. B. To the extent Borrower or Revolver Guarantors, through one or more inter-company transactions whether in the nature of a sale, sale-leaseback, financing arrangement, incurrence of Intra-Company Debt, merger, corporate or other reorganization, or otherwise, converts or has the effect of converting Cash, Cash Equivalents or other Property which does not constitute Bridge Collateral, Permitted Proceeds or Property of a Bridge Guarantor, into Property which would constitute Bridge Collateral, Permitted Proceeds or Property of a Bridge Guarantor (but for this Section 11.B), then such converted Cash, Cash Equivalents or other Property shall for all purposes be deemed not to be Bridge Collateral, Permitted Proceeds and/or Property of a Bridge Guarantor and any of Revolver Lenders' liens or encumbrances thereon or security interests therein shall continue and survive with respect to such Cash, Cash Equivalents or other Property. The parties acknowledge that if NHP Management becomes a Subsidiary of AIMCO/Bethesda, the provisions of this Section 11.B shall prevent NHP Management from being a Bridge Guarantor and/or its assets or property constituting Bridge Collateral or Permitted Proceeds in violation of this Agreement.
Sample 1

Related to Intra-Company Transactions

  • Intercompany Transactions 72 Section 9.13

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Fund/SERV Transactions If the parties choose to use the National Securities Clearing Corporation’s Mutual Fund Settlement, Entry and Registration Verification (“Fund/SERV”) or any other NSCC service, the following provisions shall apply: The Company and the Fund or its designee will each be bound by the rules of the National Securities Clearing Corporation (“NSCC”) and the terms of any NSCC agreement filed by it or its designee with the NSCC. Without limiting the generality of the following provisions of this section, the Company and the Fund or its designee will each perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV, the Mutual Fund Profile Service, the Networking Matrix Level utilized and any other relevant NSCC service or system (collectively, the “NSCC Systems”). Any information transmitted through the NSCC Systems by any party or its designee to the other or its designee and pursuant to this Agreement will be accurate, complete, and in the format prescribed by the NSCC. Each party or its designee will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through the NSCC Systems and to limit the access to, and the inputting of data into, the NSCC Systems to persons specifically authorized by such party. On each day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC (“Business Day”), the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company by the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern Time) (the “Close of Trading”) on the Business Day. The Company shall communicate to the Fund or its designee for that Business Day, by Fund/SERV, the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on such Business Day (the “Trade Date”) no later than 7:00 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) (the “Fund/SERV Transactions Deadline”) on the Business Day following the Trade Date. All such aggregated orders communicated to the Fund or its designee by the Fund/SERV Transactions Deadline on the Business Day following the Trade Date shall be treated by the Fund or its designee as if received prior to the Close of Trading on the Trade Date. All orders received by the Company after the Close of Trading on a Business Day shall not be aggregated with Orders received by the Company prior to the Close of Trading on such Business Day and shall be communicated to BRIL or its designee as part of an aggregated order no sooner than after the FUND/SERV Transactions Deadline or such other time as may be agreed by the parties from time to time) the following Business Day. Cash settlement shall be transmitted pursuant to the normal NSCC settlement process. In the case of delayed settlement, the Fund or its designee shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the 1940 Act. Unless otherwise informed in writing, such redemption wires should be sent to an account specified by the Company and agreed to by Fund Parties.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (i) the Servicer has delivered to the Administrative Agent and each Purchaser Agent an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 5.5 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Purchaser Agent; (iii) after giving effect thereto, no Termination Event or Servicer Default or event that with notice or lapse of time would constitute either a Termination Event or a Servicer Default shall have occurred; and (iv) the Administrative Agent and each Purchaser Agent have consented in writing to such consolidation, merger, conveyance or transfer.

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

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