Minnesota Business Corporation Act Sample Clauses

Minnesota Business Corporation Act. As contemplated by Minnesota Statutes, Section 302A.673, the Company has formed a committee composed of all of the Board's disinterested directors, which Committee has approved the acquisition of Preferred Stock to be made pursuant to this Agreement on the Closing Date and thereafter, and accordingly, such Section does not impose any limitation on a business combination or other transaction contemplated thereby with Harvest States.
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Minnesota Business Corporation Act. The Company has submitted the question of compliance with Section 302A.551 of the Minnesota Business Corporation Act to its Board of Directors in good faith and its Board of Directors has determined, pursuant to Section 302A.551, Subd. 1, that the Company will be able to pay its debts in the ordinary course of business after repurchasing the Shares pursuant to the terms of this Agreement.
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Minnesota Business Corporation Act. If and to the extent that Minnesota Statute § 302A.673 (the “Minnesota Business Combination Act”) applies to the execution, delivery and performance by the Borrower of the Loan Documents, such execution, delivery and performance by the Borrower of the Loan Documents would be permitted under the Minnesota Business Combination Act because the date of the execution of this Agreement is subsequent to the expiration of the period of four years following Xxxxxx’x “share acquisition date” (as that term is defined in the Minnesota Business Corporation Act under Minnesota Statute §302A.011, Subd. 51.).
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Minnesota Business Corporation Act. Neither Parent nor Merger Sub, nor any Affiliate or associate (as defined in Section 302A.011 of the MBCA) of either of the foregoing is, nor at any time during the last four years has been, an “interested shareholder” of the Company as defined in Section 302A.011, Subd. 49 of the MBCA.
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Minnesota Business Corporation Act. SGI will call a special meeting of its stockholders (the "Special SGI Meeting") as soon as practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Minnesota Business Corporation Act. As soon as practicable, SGI will mail to its stockholders in accordance with the requirements of the Securities Exchange Act and the Minnesota Business Corporation Act, the Definitive SGI Information Materials. The Definitive SGI Information Materials will contain the affirmative recommendations of the Board of Directors of SGI in favor of the adoption of this Agreement and the approval of the Merger; provided, however, that no director shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewith.
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Minnesota Business Corporation Act. (a) A committee of all "disinterested members" of the Corporation's Board of Directors (as such term is defined for purposes of Section 302A.673 of the Minnesota Business Corporation Act ("MBCA")) has approved this Agreement and the transactions contemplated hereby and the Corporation has completed all other actions and satisfied all other conditions necessary and sufficient to negate any application of Section 302A.673 to any of the Purchaser(s). (b) Sections 302A.671 and 302A.673 of the MBCA do not and will not apply to the Corporation or any Purchaser as a result of the transactions contemplated by this Agreement. Both the Purchaser and the Corporation are excluded from such Sections, and accordingly, Purchaser may purchase more than 10% of the Corporation's voting stock pursuant to this Agreement and will not further be restricted from purchasing additional capital stock of the Corporation thereafter by virtue of such provisions. In addition, an exception applies to Section 302A.671 of the MBCA such that Winstar Sub's (or any other Purchaser's) acquisition of twenty percent or more the outstanding voting stock of the Corporation may be accomplished without approval of the shareholders of the Corporation.
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Minnesota Business Corporation Act. Neither Parent nor Merger Sub, nor any affiliate or associate of either of the foregoing, is, nor at any time during the last four years has been, an “interested shareholder” of the Company as defined in Section 302A.011 of the MBCA. None of Parent, its Subsidiaries, affiliates or associates beneficially own (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any shares of Company Common Stock or other securities of the Company or any options, warrants or other rights to acquire Company Common Stock or other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company.
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Minnesota Business Corporation Act. 17 SECTION 5. REPRESENTATIONS AND WARRANTIES OF WINSTAR AND WINSTAR SUB AND ANY ASSIGNEE THEREOF......................................17 5.1. Due Authorization........................................17
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Minnesota Business Corporation Act. (a) A committee of all "disinterested members" of the Corporation's Board of Directors (as such term is defined for purposes of Section 302A.673 of the Minnesota Business Corporation Act ("MBCA")) has approved this Agreement and the transactions contemplated hereby and the Corporation has completed all other actions and satisfied all other conditions necessary and sufficient to negate any application of Section 302A.673 to Winstar or any of its affiliates (as such term is defined by Rule 13(e)-3(a)(1) of the Securities Exchange Act of 1934, as amended ("Affiliate")). (b) Sections 302A.671 and 302A.673 of the MBCA do not and will not apply to the Corporation or Winstar or any of its Affiliates as a result of the transactions contemplated by this Agreement. Both Winstar and the Corporation are excluded from such Sections, and accordingly, Winstar and its Affiliates may purchase more than 10% of the Corporation's voting stock pursuant to this Agreement and will not further be restricted from purchasing additional capital stock of the Corporation thereafter by virtue of such provisions. In addition, an exception applies to Section 302A.671 of the MBCA such that the acquisition of twenty percent or more of the outstanding voting stock of the Corporation by Winstar Sub (or any other purchaser) in this transaction and in the transaction pursuant to which an Affiliate of Winstar acquired Shares of Class E Preferred Stock may be accomplished without approval of the shareholders of the Corporation.
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Related to Minnesota Business Corporation Act

  • Proxies and Notices; Compliance with the Shareholders Communication Act of 1985 The Custodian shall deliver or cause to be delivered to the appropriate Fund all forms of proxies, all notices of meetings, and any other notices or announcements affecting or relating to Securities owned by such Fund that are received by the Custodian, any Subcustodian, or any nominee of either of them, and, upon receipt of Instructions, the Custodian shall execute and deliver, or cause such Subcustodian or nominee to execute and deliver, such proxies or other authorizations as may be required. Except as directed pursuant to Instructions, neither the Custodian nor any Subcustodian or nominee shall vote upon any such Securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. The Custodian will not release the identity of any Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and any such Fund unless a particular Fund directs the Custodian otherwise in writing.

  • Data Protection Act 7.1 With respect to the parties' rights and obligations under this Contract, the parties agree that the Department is the Data Controller and that the Contractor is the Data Processor. 7.2 The Contractor shall: 7.2.1 Process the Personal Data only in accordance with instructions from the Department (which may be specific instructions or instructions of a general nature as set out in this Contract or as otherwise notified by the Department to the Contractor during the Term); 7.2.2 Process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by Law or any Regulatory Body; 7.2.3 The Contractor shall employ appropriate organisational, operational and technological processes and procedures to keep the Personal Data safe from unauthorised use or access, loss, destruction, theft or disclosure. The organisational, operational and technological processes and procedures adopted are required to comply with the requirements of ISO/IEC 27001 as appropriate to the services being provided to the Department; 7.2.4 Take reasonable steps to ensure the reliability of any Contractor Personnel who have access to the Personal Data; 7.2.5 Obtain prior written consent from the Department in order to transfer the Personal Data to any Sub-contractors or Affiliates for the provision of the Services; 7.2.6 Ensure that all Contractor Personnel required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in this clause 7; 7.2.7 Ensure that none of Contractor Personnel publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by the Department; 7.2.8 Notify the Department within five Working Days if it receives: a request from a Data Subject to have access to that person's Personal Data; or a complaint or request relating to the Department's obligations under the Data Protection Legislation; 7.2.9 Provide the Department with full cooperation and assistance in relation to any complaint or request made, including by: - providing the Department with full details of the complaint or request; - complying with a data access request within the relevant timescales set out in the Data Protection Legislation and in accordance with the Department's instructions; - providing the Department with any Personal Data it holds in relation to a Data Subject (within the timescales required by the Department); and - providing the Department with any information requested by the Department; 7.2.10 Permit the Department or the Department’s Representative (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit the Contractor's data Processing activities (and/or those of its agents, subsidiaries and Sub-contractors) and comply with all reasonable requests or directions by the Department to enable the Department to verify and/or procure that the Contractor is in full compliance with its obligations under this Contract; 7.2.11 Provide a written description of the technical and organisational methods employed by the Contractor for processing Personal Data (within the timescales required by the Department) to be used solely for the purposes of this contract and provided that to do so would not be in breach of the Intellectual Property Rights (including Copyright) of a third party; and 7.2.12 Not process Personal Data outside the European Economic Area without the prior written consent of the Department and, where the Department consents to a transfer, to comply with: - the obligations of a Data Controller under the Eighth Data Protection Principle set out in Schedule 1 of the Data Protection Act 1998 by providing -an adequate level of protection to any Personal Data that is transferred; and - any reasonable instructions notified to it by the Department. 7.3 The Contractor shall comply at all times with the Data Protection Legislation and shall not perform its obligations under this Contract in such a way as to cause the Department to breach any of its applicable obligations under the Data Protection Legislation.

  • CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROL ACT (a) If the Sub-Recipient, with the funds authorized by this Agreement, enters into a contract that exceeds $150,000, then any such contract must include the following provision: Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387), and will report violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA).

  • Indiana There is no Mortgage Loan that was originated on or after January 1, 2005, which is a "high cost home loan" as defined under the Indiana Home Loan Practices Act (I.C. 24-9).

  • Energy Policy and Conservation Act Both parties hereby agree to comply with all mandatory standards and policies relating to energy efficiency, which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).

  • Limitation on Out-of-State Litigation - Texas Business and Commerce Code § 272 This is a requirement of the TIPS Contract and is non-negotiable. Texas Business and Commerce Code § 272 prohibits a construction contract, or an agreement collateral to or affecting the construction contract, from containing a provision making the contract or agreement, or any conflict arising under the contract or agreement, subject to another state’s law, litigation in the courts of another state, or arbitration in another state. If included in Texas construction contracts, such provisions are voidable by a party obligated by the contract or agreement to perform the work. By submission of this proposal, Vendor acknowledges this law and if Vendor enters into a construction contract with a Texas TIPS Member under this procurement, Vendor certifies compliance.

  • Family and Medical Leave Act The Family and Medical Leave Act will be followed in approving a Leave of Absence. Contract provisions that provide greater benefits than the Family and Medical Leave Act will be followed.

  • CHAPTER “Chapter” shall mean any organizational unit of the Association that is based at a single University.

  • CONSUMER PROTECTION ACT 25.1 The Purchaser confirms that it has considered all of the clauses in terms whereof he, amongst other things, limit the liability of the Seller or any other person and acknowledges any fact, in detail. The Parties further acknowledge that none of the terms of this Agreement should be construed as an acknowledgement that the CPA applies to this transaction in circumstances where the CPA would not have been applicable to the transaction.

  • Dress Code CONTRACTOR shall maintain a dress code for their employee’s with a minimum of shirts, pants, and work shoes/boots, in decent condition, at all times while the work is being performed. In the event the COUNTY determines ID badges are necessary, the COUNTY will provide CONTRACTOR with ID badges and CONTRACTOR agrees to enforce that its employees, whether employed by CONTRACTOR or a subcontractor, wear such ID badge while working on site for the Project/Service.

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