No Insider Sample Clauses

No Insider. Neither the Borrower nor any Person having ---------- "control" (as defined in 12 U.S.C. (S)375(b)(9) and the regulations promulgated pursuant thereto) of the Borrower is, an "executive officer," "director," or "principal shareholder" (as such terms are defined in 12 U.S.C. (S)375(b)(9) and the regulations promulgated pursuant thereto) of any Bank, of any bank holding company of which any Bank is a Subsidiary, or of any Subsidiary of any bank holding company of which any Bank is a Subsidiary.
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No Insider. As of the Agreement Date and immediately prior to Closing, none of the Vendors owns directly, indirectly or exercises control or direction over any IPA Shares. None of the Vendors will own directly, indirectly or exercise control or direction over more than 9.99% of the issued and outstanding shares of IPA at Closing.
Sample 1
No Insider. To the knowledge of the Corporation, no insider of the Corporation has a present intention to sell any securities of the Corporation.
Sample 1
No Insider. Shareholders will participate as a seller in any Subject Sale, including, but not limited to, a sale to the Company, without causing the purchaser in such Subject Sale to offer each Investor the opportunity to participate in such Subject Sale on the same terms and conditions and on a pro rata basis as Insider Shareholders with respect to shares of Common Stock (and rights or other securities exercisable for, or convertible or exchangeable into, Common Stock) held by each such Investor, except that Investors shall not be required to make any representations as to any matters concerning the business operations of the Company. Investors shall only be required to represent and warrant, on a several, but not joint basis, the status of title to their respective interest in shares of their Common Stock, due authorization to enter into any such Subject Sale and that no conflicts of interests or other conflicting conditions exist that would prohibit Investors from making such representations. Furthermore, neither Investor shall be required to enter into any contract or arrangement providing for the indemnity of any other Investor or any Insider Shareholder. Each Investor shall only be required to provide indemnity for any breach of any representation that any Investor does make in any such Subject Sale. Each Investor who elects to participate in such Subject Sale shall be entitled to sell his Pro Rata Share of the number of shares the purchaser is willing to purchase. Provided, however, in the event a participating shareholder chooses not to sell his entire Pro Rata Share, the other participating shareholders shall have the right to sell their Adjusted Pro Rata Share of the shares of Common Stock which the participating shareholder does not choose to sell. Each Insider Shareholder shall give each Investor at least ten (10) days prior written notice of any Subject Sale. Each Investor should provide the Company with the number of Fully-Diluted Shares which each Investor desires to sell as part of the Subject Sale at least two days prior to the Subject Sale. Each Insider Shareholder participating in such sale must then sell all shares offered by each Investor as part of the Subject Sale as a condition to complete such Subject Sale.
Sample 1

Related to No Insider

  • No Influence The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information about the Company or any such affiliate.

  • No Individual Authority Except as otherwise expressly provided in this Agreement, no Member, acting alone, shall have any authority to act for, undertake or assume any obligations or responsibility on behalf of any other Member or the Company.

  • No Inducement Executive agrees that no promise or inducement to enter into this Agreement has been offered or made except as set forth in this Agreement, that the Executive is entering into this Agreement without any threat or coercion and without reliance or any statement or representation made on behalf of the Company or by any person employed by or representing the Company, except for the written provisions and promises contained in this Agreement.

  • No Individual Liability No Authority Board of Directors member, officer, agent, director, or employee of the Authority shall be charged personally or held contractually liable by or to any other person under the terms or provisions of this Agreement or because of any breach thereof.

  • No Inducements The Company shall not, and the Company shall not permit any of its Subsidiaries, either directly or indirectly, to pay (or cause to be paid) any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver, amendment or supplement of any terms or provisions of this Indenture or the Notes, unless such consideration is offered to be paid (or agreed to be paid) to all Holders which so consent, waive or agree to amend or supplement in the time frame set forth on solicitation documents relating to such consent, waiver or agreement.

  • No Agreement as Director or Officer Shareholder makes no agreement or understanding in this Agreement in Shareholder’s capacity as a director or officer of the Company or any of its Subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as an officer or director to the Company or its Shareholders.

  • No Indemnification This indemnity will not apply in respect of an Indemnified Party in the event and to the extent that a Court of competent jurisdiction in a final judgment shall determine that the Indemnified Party was grossly negligent or guilty of willful misconduct.

  • No Investment Company Status The Company is not and, after giving effect to the Offering and the application of the proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to register as an “investment company,” as defined in the Investment Company Act of 1940, as amended.

  • No Investment Company The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

  • Directors and Executive Officers The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

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