Ownership of Instruments. As of the date of this Agreement, such Harbinger Party is the Beneficial Owner of the RH Shares, the Battery Shares and the PIK Notes, respectively, set forth on Schedule I opposite such Harbinger Party’s name. Except for Liens created under this Agreement or Liens that shall not affect such Harbinger Party’s ability to comply with its obligations under this Agreement, such Harbinger Party has, as of the date hereof, good and valid title to its RH Shares, Battery Shares and PIK Notes, free and clear of Liens, proxies, powers of attorney, voting trusts or agreements (collectively, the “Encumbrances”) other than any restrictions under securities laws and shall have, subject to Article IV, good and valid title to such shares as of the time of any Battery Voting Event, Superior Proposal Meeting, Offer Commencement Date or RH Voting Event, as applicable, free and clear of Encumbrances. Such Harbinger Party further represents that, as of the date hereof and as of the time of any RH Voting Event, Superior Proposal Meeting, Offer Commencement Date or Battery Voting Event, any proxies given in respect of it RH Shares or Battery Shares, as applicable, have been revoked. As of the date hereof, other than the Merger Agreement and the agreements referred to therein, no Harbinger Party nor any Affiliate thereof is a party to, or bound by, any agreement (other than this Agreement) relating to the Mergers, any Battery Alternative Proposal, the voting of any of its Battery Shares or the sale, transfer or other disposition of its Covered Battery Shares, or has any other arrangement or understanding with any other holder of Battery Shares relating to any of the foregoing.
Ownership of Instruments. Each core musician owns his or her instrument except for the keyboard. Many instruments are highly sensitive and each musician will develop a refined touch with respect to tuning and playing his or her instrument. Also, for certain instruments played by mouth (flute, clarinet, trumpet, etc.), there is a hygienic reason for having the musician own the instrument. Each core musician is required to own two types of formal dress plus casual attire for the different kinds of concert performed by the TBSO. The ownership test points toward independent contractor. [21] Opportunity for profit or risk of loss. Each core musician is paid a weekly fee in accordance with his or her individual performance agreement (Exhibit A-2). The minimum weekly fee plus the experience increment (i.e. seniority pay) is established under paragraph 13 of the Master Agreement. The fee is paid every second week through the performing season. The TBSO goes on tour as far east as Timmins and as far west as Dryden and Fort Xxxxxxx. While on tour, each musician is reimbursed for travel expenses and provided a daily allowance for meals. Each instrument is a capital asset to the musician who owns it and so the cost of the instrument could not be deducted as an annual expense. Consistent with accounting and economic theory, the cost of an instrument could, in appropriate circumstances, be amortized over its useful life. While instrument repairs are the responsibility of the individual musician, there was no evidence that the cost of repairs would in any circumstance approach the total retainer or season remuneration of any core musician. The opportunity for profit or risk of loss test points toward employment. [22] Integration. Considering the terms of engagement between each musician and the Appellant, I cannot conclude that any core musician is in business for himself or herself. Although the performing skills of each musician are intensely personal, they are all merged to produce a collective effect in the TBSO. A group of musicians as independent contractors could come together as an orchestra for a single performance or a few performances without creating any employment relationship but that is not the situation here. The Appellant has assembled about 30 musicians; placed them under contract for a full season (October to May); obligated itself to a fixed weekly remuneration; and appointed a Music Director in charge of all rehearsals and performances. This is not the business of the individ...
Ownership of Instruments. As of the date of this Agreement, each Stockholder is the Beneficial Owner of the Owned Shares set forth on Schedule I opposite such Stockholder’s name. As of the date of this Agreement, the Owned Shares are the only Shares of Gevity owned of record or Beneficially Owned by such Stockholder. Except for Liens created under this Agreement and Liens that will be released at Closing and will not affect any Stockholder’s ability to comply with its obligations under this Agreement, each Stockholder has good title to the Owned Shares, free and clear of Liens, proxies, powers of attorney, voting trusts or agreements and will have, subject to Section 9, good title to the Covered Shares as of the time of any Gevity Voting Event, free and clear of Liens, proxies, powers of attorney, voting trusts or agreements. Each Stockholder further represents that any proxies given in respect of the Covered Shares, if any, have been revoked.
