Ownership Interest in the Company Sample Clauses

Ownership Interest in the Company. Other than by reason of this Agreement or the transactions contemplated hereby, neither Parent nor any of its Affiliates is, or has been for the previous three years, an "interested stockholder" of the Company, as that term is defined in Section 203 of the DGCL.
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Ownership Interest in the Company. If for any reason the Employee’s employment is terminated during the Initial Term of this Agreement, Employee must sell back to the Company any ownership interest he has in the Company for the fair market value thereof Fair market value should be determined by the parities at least 10 days prior to termination and paid within 30 days of termination. If the parties cannot agree on the fair market value of Employee’s ownership interest, it shall be submitted to arbitration in accordance with the provisions of Paragraph 13 of this Agreement. This provision does not apply if the Company’s stock is publicly traded.
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Ownership Interest in the Company. Other than by reason of this Agreement or the transactions contemplated hereby, neither Purchaser nor any of its affiliates is, or has been at any time during the previous three (3) years,
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Ownership Interest in the Company. Other than by reason of this Agreement or the transactions contemplated hereby, neither Parent nor any of its affiliates is an "interested stockholder" of the Company, as that term is defined in Section 14A:10A-3 of the NJBCA. Neither Parent nor any of its affiliates is the "beneficial owner" (as defined in the Company's Restated Certificate of Incorporation), directly or indirectly, of more than 5% of the outstanding shares of Company Common Stock .
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Ownership Interest in the Company. Other than by reason of this Agreement or the transactions contemplated hereby, neither Acquiror nor any of its affiliates is, or has been at any time during the previous three years, an "interested stockholder" of the Company, as that term is defined in Section 203 of the Delaware Law.
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Ownership Interest in the Company. As of the date hereof, without giving effect to the Exchange, you, together with the advisory accounts through which Fairholme Capital Management, L.L.C. (or any related or Affiliated (as such term is defined under Rule 405 under the Securities Act of 1933, as amended) person or persons, including, without limitation, those personal and family accounts of the managing member thereof) beneficially owns (within the meaning of Section 13(d) of the Exchange Act) Common Stock, or any Affiliates or any persons with whom you have formed a group (within the meaning of Section 13(d)(3) of the Exchange Act) (together, the “Restricted Persons”) beneficially own (as defined in Rule 13d-3 of the Exchange Act) in the aggregate 22,717,321 shares of the Company’s Common Stock. The Restricted Persons have not become the beneficial owner of 20% or more of the Company’s outstanding voting shares prior to the entering into of this letter agreement, and have not been the beneficial owner of 20% or more of the Company’s outstanding voting shares at any time within the three year period preceding the entering into of this letter agreement.
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Ownership Interest in the Company. The CVRs shall not have any voting or dividend rights and shall not bear a stated rate of interest.
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Ownership Interest in the Company. The Seller legally and beneficially owns the Ownership Interest, free and clear of any Encumbrances. At the Completion, the Purchaser shall acquire good, valid and marketable title to the Ownership Interest free and clear of any Encumbrances. Upon consummation of the Completion, the Purchaser will have acquired from the Seller good and valid title to the Ownership Interest, free and clear of all Encumbrances, and the Ownership Interest will constitute 100% of the total Equity Interest of the Company on a fully diluted basis. The Seller is not a party to any shareholder agreement, voting agreement, subscription agreement, or repurchase or redemption agreement with respect to the Ownership Interest, or any other contract pertaining to the payment of dividends, preemptive rights, capital contributions, director nomination, drag-along, anti-dilution, registration rights, rights of first refusal or other transfer restrictions, or any other rights or obligations with respect to the Ownership Interest.
Sample 1

Related to Ownership Interest in the Company

  • Ownership of the General Partner Interest in the Partnership The General Partner is the sole general partner of the Partnership with a 2% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, the General Partner owns its general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws).

  • Ownership Interest 25 Pass-Through Rate..............................................................................25

  • Ownership Interest, Etc The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (for the benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (for the benefit of the Purchasers) as the Administrator, may reasonably request.

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

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