Parent Ownership and Arrangements Sample Clauses

Parent Ownership and Arrangements. (a) Subject to the terms and conditions of the Support Agreement, each applicable Party shall contribute, or cause to be contributed, to Parent, directly or indirectly, in exchange for newly issued ordinary shares of Parent (“Parent Shares”) (i) such amount of Rollover Securities as set forth opposite its or his name under the column “Rollover Securities” of the table under Part II of Schedule A and (ii) a portion of the total amount of the cash equity financing required by Parent to consummate the Transaction (such portion to be allocated by Centurium, as a representative authorized by the Initial Consortium Members, from time to time, with the prior written consent of such Party to which such portion is allocated) (such portion, such Party’s “Cash Contribution”); provided, however, (x) subject to the immediately following clauses (y) and (z), (A) the amount of any cash equity financing required by Parent to consummate the Transaction shall first be offered to the Parties (other than any Failing Party or Non-Consenting Party) pro rata based on (1) their respective Equity Contributions relative to (2) the aggregate Equity Contributions of all the Parties (other than any Failing Party or Non-Consenting Party) at the time of such offer, and (B) if any such Party accepts less than its pro rata portion of such Equity Contribution after the offer is made pursuant to clause (A) above, then the remaining portion of such cash equity financing shall be offered to all other Parties (other than any Failing Party, Non-Consenting Party and Party that declines to accept its full pro rata portion of such cash equity financing) proportionally based on (1) their respective Equity Contributions relative to (2) the aggregate Equity Contributions of all the Parties (other than any Failing Party, Non-Consenting Party and Party that declines to accept its full pro rata portion of such equity cash financing) at the time of such offer (provided that such other Parties are not obligated to accept such additional commitment (and to the extent any Party does not accept the portion of the commitment to which it is entitled, the Super Majority Initial Consortium Members may admit an Additional Party to accept such commitment in accordance with Section 1.3)), (y) to the extent that the applicable PWM Transfer or the Parfield Transfer with respect to an applicable Party has not been fully consummated prior to the Closing, then the number of Rollover Securities to be so contributed by su...
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Related to Parent Ownership and Arrangements

  • Ownership and Return The Receiving Party acknowledges that the Disclosing Party (or any third party entrusting its own information to the Disclosing Party) claims ownership of its Confidential Information in the possession of the Receiving Party. Upon the expiration or termination of this Agreement, and at the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all originals, copies, and summaries of documents, materials, and other tangible manifestations of Confidential Information in the possession or control of the Receiving Party, except that the Receiving Party may retain one copy of the Confidential Information in the possession of its legal counsel solely for the purpose of monitoring its obligations under this Agreement.

  • Capitalization and Ownership (a) As of the date of this Agreement, the entire authorized capital stock of GRS consists of 100,000,000 shares of which 90,000,000 have been designated as GRS Common Stock and 10,000,000 have been designated as Preferred Stock. All of the presently outstanding shares of capital stock of GRS have been validly authorized and issued and are fully paid and nonassessable. Except as set forth on Schedule 5.03, GRS has not issued any other shares of its capital stock and there are no outstanding options, warrants, subscriptions or other rights or obligations to purchase or acquire any of such shares, nor any outstanding securities convertible into or exchangeable for such shares. No dividends are accrued but unpaid on any capital stock of GRS.

  • Ownership and Control The Performance Guarantor shall continue to own, directly or indirectly, 100% of the issued and outstanding Capital Stock and other equity interests of the Servicer, each Originator and the Borrower. Without limiting the generality of the foregoing, the Performance Guarantor shall not permit the occurrence of any Change in Control.

  • Ownership and Condition of Assets (a) The Seller is the true and lawful owner, and has good title to, all of the Acquired Assets, free and clear of all Security Interests, except as set forth in Section 2.10(a)(i) of the Disclosure Schedule. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii), the Buyer will become the true and lawful owner of, and will receive good title to, the Acquired Assets, free and clear of all Security Interests other than those set forth in Section 2.10(a)(ii) of the Disclosure Schedule.

  • Ownership and Liens The Borrower and each Subsidiary have title to, or valid leasehold interests in, all of their properties and assets, real and personal, including the properties and assets and leasehold interest reflected in the financial statements referred to in Section 4.04 (other than any properties or assets disposed of in the ordinary course of business), and none of the properties and assets owned by the Borrower or any Subsidiary and none of their leasehold interests is subject to any Lien, except such as may be permitted pursuant to Section 6.01 of this Agreement.

  • Ownership Agreements The Manager has received copies of the Agreement of Limited Partnership of the OP, Articles of Incorporation and the other constitutive documents of the Owner (collectively, the “Ownership Agreements”) and is familiar with the terms thereof. The Manager shall use reasonable care to avoid any act or omission which, in the performance of its duties hereunder, shall in any way conflict with the terms of the Ownership Agreements.

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

  • Ownership and Operations of Merger Sub Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Ownership and Rights a. Electronic Access, including any database, any software (including for the avoidance of doubt, Proprietary Software) and any proprietary data, processes, scripts, information, training materials, manuals or documentation made available as part of the Electronic Access (collectively, the “Information”), are the exclusive and confidential property of XXX Xxxxxx xxx/xx XXX Xxxxxx’s suppliers. You may not use or disclose the Information except as expressly authorized by these Terms and Conditions. You will, and will cause Users and Your third parties and their users, to keep the Information confidential by using the same care and discretion that You use with respect to Your own confidential information, but in no event less than reasonable care.

  • Ownership and Use (a) The Company is the legal and beneficial owner of all the Intellectual Property Rights listed in parts 1 and 3 of schedule 4.

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