Nationwide Corporation Recitals Sample Clauses

Nationwide Corporation Recitals. Nationwide Mutual Recitals Nationwide Mutual Consent Recitals Negative Consent Section 7.16 New Clients Section 7.16 No-Action Letter Section 2.2(a) Non-Fund Clients Section 5.27 NYSE Section 4.5(a) PBCL Section 1.1 Pennsylvania Filings Section 1.3 Pennsylvania Statutory Accounting Practices Section 3.1(b) Person Section 10.12(b) Plan of Conversion Recitals Plans Section 5.19(a) Policy Credit Section 10.12(b) Post-Merger Integration Plan Section 4.16 Registered Fund Section 5.27 Registration Statement Section 2.2(c) Rights in Surplus Section 10.12(b) S&P Section 3.7(d) SEC Section 2.2(a) Securities Act Section 2.2(a) Sponsor First Paragraph Sponsor Affiliate Section 10.12(b) Sponsor Annual Statutory Statements Section 4.7 Sponsor Common Stock Section 10.12(b) Sponsor Class B Common Stock Section 10.12(b) Sponsor Disclosure Letter Article IV Sponsor Final Stock Price Section 3.1(c) Sponsor Financial Statements Section 4.6(b) Sponsor Information Statement Section 2.4 Sponsor Initial Stock Price Section 3.1(c) Sponsor Insurance Subsidiary Section 4.3(c) Sponsor Material Adverse Effect Section 10.12(b) Sponsor Material Subsidiary Section 4.3(b) Sponsor Plans Section 4.19(a) Sponsor Quarterly Statutory Statements Section 4.7 Sponsor SEC Filings Section 4.9 Sponsor Shares Section 2.2(b) Sponsor Statutory Financial Statements Section 4.7 Sponsor Stock Price Quotient Section 10.12(b) Sponsor Stockholder Consent Section 2.4 Sponsor Subsidiary Section 4.3(b) Starting Date Section 10.12(b) State Statutory Accounting Practices Section 4.7 Successor Employer Section 10.12(b) Suitable Replacement Employment Section 10.12(b) subsidiary Section 10.12(b) Superior Proposal Section 7.3 Surviving Corporation Section 1.1 Tax Section 4.12(e) Tax Advantaged Policies Section 3.2(b) Tax Return Section 4.12(e) Termination Fee Section 9.6 Termination Notice Section 9.3(c) Termination Date Section 10.12(b) Total Consideration Value Section 10.12(b) Trading Days Section 10.12(b) Underwriting Agreement Section 5.29 U.S. GAAP Section 10.12(b) Voting Agreement Recitals
Sample 1
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Related to Nationwide Corporation Recitals

  • Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Information as to Company 10 7.1. Financial and Business Information............................................................... 10 7.2. Officer’s Certificate ........................................................................................ 12 7.3. Inspection ....................................................................................................... 12 8.

  • Information on Subscriber The Subscriber is, and will be at the time of the conversion of the Notes and exercise of the Warrants, an "accredited investor", as such term is defined in Regulation D promulgated by the Commission under the 1933 Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Subscriber to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. The Subscriber has the authority and is duly and legally qualified to purchase and own the Securities. The Subscriber is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Subscriber is accurate.

  • Information on Company Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission for the fiscal year ended December 31, 2017 (hereinafter referred to collectively as the “SEC Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to acquiring the Securities.

  • RECITALS OF THE COMPANY The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as in this Indenture provided. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

  • Conversion to Open-End Company Section 3. Notwithstanding any other provisions in this Declaration or the Bylaws, the conversion of the Trust or any series of Shares from a “closed-end company” to an “open-end company,” as those terms are defined in Sections 5(a)(2) and 5(a)(1), respectively, of the 1940 Act (as in effect on the date of this Declaration), together with any necessary amendments to this Declaration to permit such a conversion, shall require the affirmative vote or consent of at least seventy-five percent (75%) of each class of Shares outstanding and entitled to vote on the matter, unless a majority of the Trustees and seventy-five percent (75%) of the Continuing Trustees entitled to vote on the matter approve such conversion and related actions. In the event of such approval by the Trustees and the Continuing Trustees as referred to in the preceding sentence, the 1940 Act shall govern whether and to what extent a vote or consent of Shares shall be required to approve such conversion and related actions. Any affirmative vote or consent required under this Section 3 shall be in addition to the vote or consent of the Shareholders otherwise required by law or by any agreement between the Trust and any national securities exchange.

  • Corporate Organization of the Company (a) The Company has been duly incorporated, is validly existing and in good standing under the Laws of the State of Delaware and has the requisite power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. The certificate of incorporation and by-laws of the Company previously made available by the Company to Acquiror are true, correct and complete and are in effect as of the date of this Agreement.

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

  • Covenant to Provide Financial Information and Maintain Sufficient Capital The Administrator shall obtain and maintain the necessary capital to fulfill its obligations under this Agreement and shall remain solvent. The Administrator will report to the Issuer on a semi-annual basis its current and total assets, current and total liabilities, and total equity and the Company intends to include such amounts in its SEC reports.

  • Recitals by Company The recitals in this Supplemental Indenture are made by the Company only and not by the Trustee, and all of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of this Supplemental Indenture as fully and with like effect as if set forth herein in full.

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