Ownership and Related Matters. (a) Schedule 2.1(a) hereto correctly sets forth the number of Shares and the nature of Shareholder’s voting power with respect thereto as of the date hereof. Within five business days after the Record Date, Shareholder shall amend said Schedule 2.1(a) to correctly reflect the number of Shares and the nature of Shareholder’s voting power with respect thereto as of the Record Date.
(b) There are no proxies, voting trusts or other agreements or understandings to or by which Shareholder or his or her spouse is a party or bound or that expressly requires that any of the Shares be voted in any specific manner other than as provided in this Agreement.
Ownership and Related Matters. Schedule 2.1(a) hereto correctly sets forth the number of Shares beneficially owned by Shareholder and the nature of Shareholder's voting power with respect thereto. Within five Business Days after the Record Date, the Shareholder shall amend said Schedule 2.1
Ownership and Related Matters. (a) Schedule 2.1(a) hereto correctly sets forth the number of Shares beneficially owned by Shareholder and the nature of Shareholder’s voting power with respect thereto. Within five Business Days after the record date of the Parent Shareholders Meeting, the Shareholder shall amend said Schedule 2.1(a) to correctly reflect the number of Shares and the nature of Shareholder’s voting power with respect thereto as of the record date.
(b) There are no proxies, voting trusts or other agreements or understandings to or by which the Shareholder or the Shareholder’s spouse is a party or bound or that expressly requires that any of the Shares be voted in any specific manner other than as provided in this Agreement.
Ownership and Related Matters. 1. Schedule 2.1(a) hereto correctly sets forth the number of Shares and the nature of Shareholder's voting power with respect thereto. Within five Business Days after the Record Date, the Shareholder shall amend said Schedule 2.1(a) to correctly reflect the number of Shares and the nature of Shareholder's voting power with respect thereto as of the Record Date.
2. Except as set forth in Schedule 2.1(b), there are no proxies, voting trusts or other agreements or understandings to or by which the Shareholder or the Shareholder's spouse is a party or bound or that expressly requires that any of the Shares be voted in any specific manner other than as provided in this Agreement.
Ownership and Related Matters. (a) SCHEDULE 2. 1 (a) hereto correctly sets forth the number of Shares and the nature of Director's voting power with respect thereto as of the date hereof. Within five business days after
(a) to correctly reflect the number of Shares and the nature of Director's voting power with respect thereto as of the Record Date.
(b) There are no proxies, voting trusts or other agreements or understandings to or by which Director or his spouse is a party or bound or that expressly requires that any of the Shares be voted in any specific manner other than as provided in this Agreement, with the sole exception of the proxy delivered contemporaneously with, and in support of, this Agreement.
Ownership and Related Matters. Subject to the right, power and authority of the trustee(s) of any retirement benefit plan that may hold title to the Shares for the benefit of Director and other employees of Director's employer, Director [CIRCLE ONE] (individually) (together with Director's spouse) has: (i) good and transferable title to, or is the beneficial owner of the Shares; (ii) the right, power and authority to cause or direct the sale or other disposition of the Shares; and (iii) the right, power and authority to vote or to direct the voting of the Shares.
Ownership and Related Matters. Any representation in Section 4.22 is false in any material respect.
(cc) The financial statements required under Section 5.1.1 shall be prepared on a consolidated and consolidating basis for only Borrower and Nexus Mexico. The other financial statements and deliveries shall not be required to be prepared on a consolidated and consolidating basis for Borrower and Nexus Mexico. Unless expressly stated to the contrary, Nexus Mexico shall not be included in calculations pursuant to the Loan Agreement.
(dd) Borrower shall cause Nexus Mexico to comply with the covenants contained in Sections 5.10, 5.12, 5.18, 6.1, 6.2, 6.4, 6.5, 6.6, 6.7 (other than distributions to Borrower which shall not be restricted), 6.9, 6.10, 6.12, 6.13, 6.15, 6.16, 6.17 and 6.18 of the Loan Agreement (but not other covenants of the Loan Agreement) as if it was also "Borrower" thereunder, except that (i) Bank consents to Borrower having the organizational structure and affiliates referenced in Section 4.22 of the Loan Agreement, (ii) Bank consents to transfers of cash, goods and other property to Borrower and (iii) Bank consents to the transfer by Borrower of (A) Inventory that may be transferred to Nexus Mexico in the ordinary course of business for full and adequate consideration and (B) transfers of cash to Nexus Mexico for its normal operating expenses in an aggregate amount for all such transfers of cash not to exceed $3,000,000 in any fiscal year of Borrower and provided that no such transfer may be made if an Event of Default exists or would be created by such transfer.
(ee) Schedule 4.3 attached hereto shall be deemed an exhibit to the Loan Agreement and shall replace its predecessor thereto.
(ff) Exhibit D attached hereto shall be deemed an exhibit to the Loan Agreement.
(gg) Sections 5, 6 (other than Section 6(e)), 7 and 10 (the mortgage referenced therein has been released) of the Fourth Amendment are deleted in their entirety. Additionally, the Fourth Amendment shall be renamed "Fourth Amendment to Loan Agreement" and the phrase "Forbearance Agreement" in the Fourth Amendment or in the other Loan Documents shall be deleted and shall be deemed to refer to such "Fourth Amendment to Loan Agreement."
(hh) Bank consents to the transactions contemplated by the Merger Agreement.
Ownership and Related Matters. Any software or other proprietary work owned by RRUN or any of its affiliated companies, created by Emanuel Koseos and/or Kaph Data Engineering ("Kaph Data"), is owned by AXXUS.
Ownership and Related Matters. (a) SCHEDULE 2.1(a) hereto correctly sets forth the number of Shares each Shareholder owns beneficially or of record and constitutes all of the Shares so owned by such Shareholder. SCHEDULE 2.1(a) also correctly sets forth the nature of each Shareholder's voting power with respect thereto. Each Shareholder has sole power of disposition with respect to all of such Shareholder's Shares and the sole voting power with respect to the matters set forth in Article I hereof with respect to all of such Shares.
(b) There are no proxies, voting trusts or other agreements or understandings to or by which any Shareholder or such Shareholder's spouse is a party or bound or that expressly requires that any of the Shares be voted in any specific manner other than as provided in this Agreement.
(c) Such Shareholder's Shares and the certificates representing such Shares are now, and at all times until the termination of this Agreement pursuant to Section 3.4, will be held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all proxies, voting trusts and voting agreement, understandings or arrangements providing for any right on the part of any person other than such Shareholder to vote such Shares and free and clear of any and all liens, claims, security interests and any other encumbrances whatsoever.
Ownership and Related Matters. (a) As of the Closing Date, the equity of the Borrower is one hundred percent (100%) owned, directly or indirectly, by NRG Energy.
(b) Other than the rights of the Energy Purchaser set forth in Section 19.5 of the Energy Services Agreement, the Borrower does not have outstanding any securities convertible into or exchangeable for any of its equity or any rights to subscribe for or to purchase, or any warrants or options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, any such equity.
