Principal Stockholders. “Principal Stockholders” shall mean (i) Carlyle Partners V, L.P., a Delaware limited partnership, Carlyle Partners V-A, L.P., a Delaware limited partnership, CP V Coinvestment A, L.P., a Delaware limited partnership, CP V Coinvestment B, L.P., a Delaware limited partnership, and CEP III Participations, SARL SICAR, and (ii) any of their Affiliates to which (a) any of the Principal Stockholders transfers Common Stock or (b) Parent issues Common Stock.
Principal Stockholders. To the Knowledge of Heritage, as of the date of this Agreement, no person owns beneficially more than ten percent of the outstanding shares of its Common Stock, except as set forth on Heritage's 1997 Proxy Statement.
Principal Stockholders. The Parties acknowledge that not withstanding the fact that this Agreement is being executed in furtherance of the MGM MIRAGE / MRG Merger Agreement, neither Tracinda Corporation nor Xxxx Xxxxxxxxx, individually or collectively, is a party to this Agreement or any exhibit or agreement provided for herein. Accordingly, the parties hereby agree that in the event (i) there is any alleged breach or default by any party under this Agreement or any exhibit or agreement provided for herein, or (ii) any party has any claim arising from or relating to any such agreement, no party, nor any party claiming through it (to the extent permitted by applicable law), shall commence any proceedings or otherwise seek to impose any liability whatsoever against Tracinda Corporation or Xxxx Xxxxxxxxx by reason of such alleged breach, default or claim.
Principal Stockholders. 28 PAGE ---- CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE COMPANY... 29 The Harcourt Agreement.............................................................. 29 The Fair Value Agreement............................................................ 29 APPENDIX A -- Agreement and Plan of Merger............................................ A-1 APPENDIX B -- Fairness Opinion of BZW, the investment banking division of Barclays Bank PLC................................................................ B-1 APPENDIX C -- Summary of Appraisal Rights............................................. C-1 APPENDIX D -- Certain Information Regarding Directors and Executive Officers of the Company, Harcourt, NEC and Merger Sub................................... D-1
Principal Stockholders. The Parties acknowledge that neither Tracinda Corporation nor Kirk Kerkorian, individually or collectively, is a party to this Agrexxxxx xx xxx xxhibit or agreement provided for herein. Accordingly, the Parties hereby agree that in the event (i) there is any alleged breach or default by any Party under this Agreement or any exhibit or agreement provided for herein, or (ii) any Party has any claim arising from or relating to any such agreement, no Party, nor any party claiming through it (to the extent permitted by applicable law), shall commence any proceedings or otherwise seek to impose any liability whatsoever against Tracinda Corporation or Kirk Kerkorian by reason of such alleged breach, default or claim.
Principal Stockholders. 1 Release........................................ 19 Restraints..................................... 47 SEC............................................ 14
Principal Stockholders. Each Principal Stockholder has all requisite power and authority to enter into and to consummate the sale contemplated by this Agreement, and otherwise to perform his obligations hereunder. The execution and delivery of this Agreement by AFS and the performance by AFS of its obligations hereunder have been duly and effectively authorized and approved by all requisite corporate action, and no other corporate or stockholder act or proceeding on the part of AFS is necessary to authorize AFS' performance of its obligations hereunder. This Agreement constitutes a valid and legally binding obligation of AFS and each Principal Stockholder, enforceable against each of them in accordance with its terms. Except as disclosed on Schedule 2.4, neither the execution and delivery of this Agreement by any Principal Stockholder nor the consummation by any Principal Stockholder of the transactions contemplated hereby will (i) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the Fiduciary Common Stock or any of the properties of Fiduciary under, (A) the Certificate of Incorporation, as amended, or Bylaws of Fiduciary or AFS or (B) any note, bond, mortgage indenture, deed of trust, lease, license, agreement or other instrument or obligation to which Fiduciary is bound, or by which Fiduciary or any of its properties, or the Principal Stockholders or any of the Fiduciary Common Stock, may be bound or affected, or (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any Principal Stockholder, Fiduciary or any of their respective properties. No consent or approval by, notice to or registration with any governmental authority or other third party, other than those disclosed on Schedule 2.4, is required on the part of any Principal Stockholder, or Fiduciary in connection with the execution and delivery of this Agreement or the consummation by any Principal Stockholder or Fiduciary of the Merger and the other transactions contemplated hereby.
Principal Stockholders. 8 Proceeding.............................................................................8
Principal Stockholders. 1 PUCs........................................................... 16 Restraints.....................................................
Principal Stockholders. Certain securityholders of Seller holding a number of shares of capital stock or other securities of Seller sufficient to give such securityholders the right, under the Seller Charter Documents or any agreements or instruments governing such securities, to receive at least $2,680,953 of the Cash Purchase Price if Seller was liquidated immediately after the Closing shall have executed an Indemnification Agreement.
