Parent Ownership Sample Clauses

Parent Ownership. Unless the Consortium Members otherwise agree, prior to the execution of the Merger Agreement, the Consortium Members shall incorporate Parent. Although the exact capital structure of Parent will need to be determined, the Consortium Members contemplate that each Consortium Member’s ownership percentage in Parent shall be based on the amount of cash paid, and the value of any Company Shares contributed (with each Company Share contributed being valued at the consideration per Company Share to be set forth in the Merger Agreement), by such Consortium Member to Parent relative to the aggregate amount of cash paid, and the aggregate value of any Company Shares contributed, by all of the Consortium Members to Parent in connection with the Transaction. Specifically, each of the Founder Consortium Members agrees to contribute to Parent at the Closing, in exchange for newly issued equity interests in Parent, all of the Securities then held by such Founder Consortium Member. All shares issued by Parent at the Closing shall be issued to the Consortium Members pro rata in class, series and amount proportionate to the relative total amounts purchased and rolled-over by all Consortium Members, assuming that the price per share paid in respect of each Security contributed to Parent by the Founder Consortium Members is equal to the consideration payable in respect of one Company Share under the Merger Agreement. For the avoidance of doubt, the Consortium Members agree that the obligation of each of the Consortium Members to purchase and pay for any shares of Parent to be purchased by them shall be subject to the satisfaction or waiver of the various conditions to the obligations of Parent to be set forth in the Merger Agreement.
Sample 1
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Parent Ownership. Parent shall not sell or otherwise transfer, or permit to be sold or otherwise transferred, any of the Shares legally or beneficially owned by it or its Affiliates.
Sample 1
Parent Ownership. The Company and each Shareholder shall not (and shall cause each Company Subsidiary not to) acquire direct or beneficial ownership of any shares of Parent Capital Stock prior to the Effective Time in any manner except pursuant to the Merger.
Sample 1
Parent Ownership. The Parent owns one hundred percent (100%) of the stock of all kinds and classes of the Borrower.
Sample 1
Parent Ownership. Neither Parent, Sub, nor any of their respective Subsidiaries (a) beneficially owns, directly or indirectly, any Shares or other securities convertible into, exchangeable into or exercisable for Shares, or (b) is a party to any voting trusts or other agreements or understandings with respect to the voting of the capital stock or other equity interests of the Company or any of its Subsidiaries, in each case other than the Voting Agreement or otherwise in accordance with this Agreement. As of the date hereof, neither Parent nor Sub nor any of their “Affiliates” or “Associates” is, and at no time during the last three (3) years has been, an “Interested Stockholder” of the Company, in each case as defined in Section 203 of the DGCL.
Sample 1

Related to Parent Ownership

  • Management, Ownership The Company shall not materially change its ownership, executive staff or management without the prior written consent of the Secured Party. The ownership, executive staff and management of the Company are material factors in the Secured Party's willingness to institute and maintain a lending relationship with the Company.

  • Company Ownership Company will own its respective right, title, and interest, including Intellectual Property Rights, in and to the Company Data. Company hereby grants BNYM a limited, nonexclusive, nontransferable license to access and use the Company Data, and consents to BNYM’s permitting access to, transferring and transmitting Company Data, all as appropriate to Company’s use of the Licensed Rights or as contemplated by the Documentation.

  • Joint Ownership 10 Annuitant............................................................... 10

  • Share Ownership No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an owner of shares or other securities of any member of FINRA participating in the Offering (other than securities purchased on the open market).

  • Property Ownership The Fund owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.

  • Account Ownership Based upon the type of account ownership that you have designated; the following terms and conditions apply.

  • Equipment Ownership The ownership of all equipment provided by the Contractor shall remain with the Contractor, and equipment shall be maintained by the Contractor in accordance with manufacturer recommendations and all Federal (including OSHA), New York State and local codes. The Contractor shall provide and maintain the collection equipment at the Authorized User’s facility(s) for use twenty-four hours per day, seven days per week, 365 days per year. If equipment is removed for longer than brief periods for emptying the container, it shall be replaced with equal type and capacity equipment to ensure continuous dumping ability. If not so provided, the Authorized User shall be provided with a rebate for the amount of time they were unable to dump and the Authorized User may seek "Remedies for Breach" as stated in Appendix B. If the equipment is owned by the Authorized User, the Authorized User assumes liability and costs associated with the equipment and a price reduction may be passed along to the Authorized User representing the difference in cost, if any, for the Contractor not having to provide the equipment.

  • Equity Ownership All issued and outstanding Capital Securities of the Borrower and each of its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Bank, if any. As of the date hereof, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of the Borrower and each of its Subsidiaries.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is 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 Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings 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 Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Customer Ownership Customer owns and has sole responsibility for the accuracy, quality, integrity, and appropriateness of all original data, content and information provided to Xxxxxx Xxxxxxx in conjunction with the Services, and, when paid for, Customer will own all modified content and information as specified under the SOW (collectively the “Content,” which, together with the Customer’s trademarks or logos, are referred to as the “Customer Material).”

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