Partner Representation Sample Clauses

Partner Representation. PubCo shall take all Necessary Action to include in the slate of nominees recommended by PubCo for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected (including, for the avoidance of doubt, the Special Meeting (as defined in the Merger Agreement)), a number of individuals designated by the Partners that, if elected, will result in the Partners having a number of directors serving on the Board as shown below: Common Stock Beneficially Owned by the Partners as a Percentage of the Common Stock Beneficially Owned by the Partners on the Closing Date Number of Partner Directors 50% or greater 7 40% or greater, but less than 50% 6 30% or greater, but less than 40% 5 20% or greater, but less than 30% 4 10% or greater, but less than 20% 3 5% or greater, but less than 10% 2 Greater than 0%, but less than 5% 1 For so long as the Board is divided into three (3) classes, PubCo agrees to take all Necessary Action to apportion the Partner Directors among such classes so as to maintain the proportion of the Partner Directors in each class as nearly as possible to the relative apportionment of the Partner Directors among the classes as contemplated in Section 2.1(a). For so long as the Partners beneficially own greater than 40% of the Common Stock beneficially owned by the Partners on the Closing Date, the Partners shall be entitled to designate one of their Partner Directors as the Chairman of the Board.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Partner Representation. Partner will not make any representations or warranties as to the performance of the SAP Solution or other services on behalf of SAP or otherwise make commitments on behalf of SAP. Partner represents and warrants that it has and will maintain sufficient facilities and adequate capital, resources, and personnel to market and support the Bundled Solution and to perform its obligations under this Agreement.
Sample 1Sample 2Sample 3See All (4)
Partner Representation. You shall not make any representation or warranty concerning the Cloud Service or the Professional Services, nor shall You under any circumstance commit Us to any contracts.
Sample 1Sample 2
Partner Representation. PubCo shall take all Necessary Action to include in the slate of nominees recommended by PubCo for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected (including, for the avoidance of doubt, the Special Meeting (as defined in the Merger Agreement)), a number of individuals designated by the Partners that, if elected, will result in the Partners having a number of directors serving on the Board as shown below: Common Stock Beneficially Owned by the Partners as a Percentage of the Common Stock Beneficially Owned by the Partners on the Closing Date Number of Partner Directors 50% or greater 5 42.5% or greater, but less than 50% 4 25% or greater, but less than 42.5% 3 10% or greater, but less than 25% 2 5% or greater, but less than 10% 1 For so long as the Board is divided into three classes, PubCo agrees to take all Necessary Action to apportion the Partner Directors among such classes so as to maintain the proportion of the Partner Directors in each class as nearly as possible to the relative apportionment of the Partner Directors among the classes as contemplated in Section 2.1(a).
Sample 1
Partner Representation. So long as Limited Exclusivity is ---------------------- in effect, United shall [******], provided that any special limited-time promotions (of duration 3 months or less) with an individual airline partner (e.g., a limited-time offer for "double miles" on a particular airline) shall not apply for the purposes of this Section 3.5.
Sample 1
Partner Representation. So long as Limited Exclusivity is ---------------------- in effect, United shall receive representation as a redemption partner ("Partner Representation") in the ClickRewards Program on a basis that is at least consistent with the Partner Representation of any other airline partner participating in the ClickRewards Program, provided that any special limited-time promotions (of duration 3 months or less) with an individual airline partner (e.g., a limited- time offer for "double miles" on a particular airline) shall not apply for the purposes of this Section 3.5.
Sample 1
Partner Representation. If Partner is not the Property Owner, or Leaseholder of the Property, and in the case of a leaseholder, if Partner does not have authority to carry out its obligations under this Agreement pursuant to its lease agreement with the Property Owner, Partner hereby expressly warrants that it will obtain the Property Owner or Leaseholder’s signature in the section of the signature panel titled “Property Owner/Leaseholder’s Acceptance and Agreement.”
Sample 1
AutoNDA by SimpleDocs

Related to Partner Representation

  • Purchaser Representation Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:

  • Holder Representations The Holder hereby represents and warrants to the Company that:

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Manager's Representations The Manager represents and warrants that (i) it is registered as an investment adviser under the Investment Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) it is not prohibited by the 1940 Act or the Investment Advisers Act from performing the services contemplated by this Agreement; (iii) it has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) it has the authority to enter into and perform the services contemplated by this Agreement, and (v) it will immediately notify the Sub-Advisor of the occurrence of any event that would disqualify the Manager from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

  • Seller Representations Seller hereby represents and warrants that:

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act.

  • The Adviser’s Representations The Adviser represents, warrants and agrees that:

  • Your Representations You represent to the Company that you have read and fully understand this Agreement and the Plan and that your decision to participate in the Plan is completely voluntary. You also acknowledge that you are relying solely on your own advisors regarding the tax consequences of the Award. By signing below, you are agreeing that your electronic signature is the legal equivalent of a manual signature on this Agreement and you are agreeing to all of the terms of this Agreement, as of the Grant Date. Participant signature:

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.