Magellan Sample Clauses

Magellan. Magellan means Magellan Group Investments LLC.
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Magellan. Pursuant to the Amended and Restated Unlimited Guaranty among West Texas State Bank (“WTSB”), as lender, Poplar, as borrower, and Magellan, as guarantor, dated as of June 30, 2015 (the “Guaranty”), the Guaranty is binding on Magellan until the earlier of (A) termination of the WTSB Loan and (B) written notice of revocation signed by Magellan and approved in writing by WTSB, in its sole and absolute discretion. In order to effectuate the transactions contemplated by the Exchange Agreement, Magellan will need to obtain from WTSB a release of the Guaranty provided by Magellan. ANNEX 5 Secured Promissory Note US 4041832 $625,000.00 [__], 2016 MAGELLAN PETROLEUM CORPORATION, a Delaware corporation (the “Company”), for value received, hereby promises to pay to ONE STONE HOLDINGS II LP, a Delaware limited partnership, or its registered assigns (the “Holder”), the principal sum of SIX HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($625,000) or such lesser amount as shall equal the unpaid aggregate balance of the Loan (as defined below) plus interest (if any) accrued pursuant to the terms of this Note, in lawful money of the United States of America and in immediately available funds, on the Maturity Date as set forth herein. The outstanding principal balance of this Secured Promissory Note (this “Note”) at any time shall be the original amount of the Loan less the amount of payments or prepayments of principal made on this Note by or for the account of the Company.
Sample 1
Magellan. 1. Magellan will transfer 80% of its common interest and all of its preferred interest in CBHS to CBHS pursuant to a redemption transaction . (Magellan's common and preferred interests are described on SCHEDULE 1). Following such transfer and after the completion of the restructuring contemplated by this Addendum A to the Letter Agreement, Magellan will have 10% of the common interest of CBHS, representing 10% of the equity (on a fully diluted basis, including the initial sale of up to 30% of the common interests of CBHS to members of management or other CBHS employees) of CBHS. In the case of issuances of equity in accordance with any of clauses (i) through (iv) of the last sentence of this Article III.1, Magellan's percentage of the common interest of CBHS will be diluted on a pro rata basis with other holders of common interests of CBHS. In connection with the transfer of its interests in CBHS, Magellan shall cease to have the right to nominate or select any members of the Governing Board of CBHS and shall have no rights except as the holder of 10% of the common interests of CBHS. With respect to such 10% common interest, CBHS will provide Magellan customary and reasonable anti-dilution protections against stock splits, mergers, consolidations, sale of all or substantially all of the assets or other recapitalizations, and issuances of equity for prices below the market price at the time of any such issuance except in connection with (i) any issuance of common equity to employees or (ii) any other issuance of common equity to or for the benefit of employees pursuant to employee equity plans, (iii) any issuance of common equity to a non-affiliate (as defined under the federal securities laws) where the price to be paid has, in the opinion of the Governing Board of CBHS, been fully and fairly negotiated and the issuance has been approved by the Governing Board of CBHS as being in the interest of CBHS or (iv) any issuance of common equity to an affiliate (as defined under the federal securities laws) if a fairness opinion from a nationally recognized independent valuation firm has been obtained. 2. Magellan will use reasonable best efforts to sell to a subsidiary of CBHS, all of its interests in the joint ventures and related real property, as identified on the attached SCHEDULE 2, subject to required consents. If any joint venture interest or related real property may not be sold despite all reasonable best efforts, Magellan will sell the net economic bene...
Sample 1
Magellan. Magellan Health Services, Inc., a Delaware corporation. Majority Banks. As of any date, the Bank or Banks whose aggregate Commitment Percentage is equal to or greater than the required percentage, as determined by the Banks, required to approve such matter, as disclosed by the Agent to the Borrower from time to time.
Sample 1
Magellan. Magellan Health Services, Inc., a Delaware corporation. Majority Banks. As of any date, the Bank or Banks whose aggregate Commitment Percentage is equal to or greater than the required percentage, as determined by the Banks, required to approve such matter, as disclosed by the Agent to the Borrower from time to time. Master Lease Agreement. That certain Master Lease Agreement appended to the Sale Agreement, to be entered into between the Borrower, as Landlord, and CBHS and certain other parties, as Tenant. Maturity Date. June 6, 2000, or such earlier date on which the Loans shall become due and payable pursuant to the terms hereof.
Sample 1
Magellan. The Parties agree that any decision to be made or action to be performed or taken by Magellan including the provision of consent and notice under this Agreement may be given by the Magellan Representative for and on behalf of Magellan and the Xxxxxx Entities and Magellan must rely on the decisions or actions of the Magellan Representative as if they had been given by Magellan themselves.
Sample 1

Related to Magellan

  • Holdings Holdings shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (1) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) the performance of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13) any activities incidental or reasonably related to the foregoing.

  • Western LONDON agrees that it will keep records relating to its services hereunder in accordance with all applicable laws, and in compliance with the requirements of Rule 31a-3 under the 1940 Act, WESTERN LONDON hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. WESTERN LONDON further agrees to arrange for the preservation of the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act. (a) WESTERN LONDON, at its expense, shall supply the Board, the officers of the Fund, Xxxx Xxxxx Partners Fund Advisor, LLC and the Subadviser with all information and reports reasonably required by them and reasonably available to WESTERN LONDON relating to the services provided by WESTERN LONDON hereunder. (b) WESTERN LONDON shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. Other than as herein specifically indicated, WESTERN LONDON shall not be responsible for the Fund’s expenses, including, without limitation, advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organization costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s securities and other investments and any losses in connection therewith; fees and expenses of custodians, transfer agents, registrars, independent pricing vendors or other agents; legal expenses; loan commitment fees; expenses relating to share certificates; expenses relating to the issuing and redemption or repurchase of the Fund’s shares and servicing shareholder accounts; expenses of registering and qualifying the Fund’s shares for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing prospectuses and statements of additional information and any supplements thereto, reports, proxy statements, notices and dividends to the Fund’s shareholders; costs of stationery; website costs; costs of meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of the Fund, if any; and the Fund’s pro rata portion of premiums on any fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and any non-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto.

  • OASIS The ISO shall maintain the OASIS for the New York Control Area.

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • Logistics The Client shall arrange their own transportation and accommodation, unless Client and Performer agree otherwise. If requested, the Performer shall arrange transport within Ostrava, and provide accommodation in a hotel.

  • Mentor the role of the mentor is to provide support, encouragement and information to the trainee on the life and experience relative to the enterprise (culture of the enterprise, informal codes and conducts, etc.). Normally, the mentor should be a different person than the supervisor.

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • Tropical Hardwood and Virgin Redwood Ban Pursuant to San Francisco Environment Code Section 804(b), the City urges Contractor not to import, purchase, obtain, or use for any purpose, any tropical hardwood, tropical hardwood wood product, virgin redwood or virgin redwood wood product.

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

  • Energy Cooperation shall focus on: (a) renewable energy; (b) promoting the saving of energy; (c) applied research relating to networks of databases linking the two Parties' economic and social operators; (d) backing efforts to modernise and develop energy networks and the interconnection of such networks with Community networks.

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