Pro Group Status Sample Clauses

Pro Group Status. The Subscriber either: ¨ Is a Member of the “Pro Group”, which is defined in the Rules of the Exchange as either individually or as a group: 1. the member (i.e. a member of the Exchange under the Exchange requirements); 2. employees of the member; 3. partners, officers and directors of the member; 4. affiliates of the member; 5. such other persons as the Exchange may determine; and 6. associates of any parties referred to in paragraphs 1 through 5 above. ¨ Is not a member of the Pro Group.
Sample 1Sample 2Sample 3See All (18)
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Pro Group Status. The Purchaser either: Is a Member of the "Pro Group", which is defined in the Rules of the Exchange as either individually or as a group: 1. the member (i.e. a member of the TSX Venture Exchange under the Exchange requirements); 2. employees of the member; 3. partners, officers and directors of the member; 4. affiliates of the member; and 5. associates of any parties referred to in subparagraphs 1 through 4; Is not a member of the Pro Group.
Sample 1Sample 2Sample 3See All (9)
Pro Group Status. The Subscriber either: Is a Member of the "Pro Group", which is defined in the TSX Venture Exchange Corporate Finance Manual, either individually or as a group: 1. the member (i.e. a member of the Exchange under the Exchange requirements); 2. employees of the member; 3. partners, officers and directors of the member; 4. affiliates of the member; and
Sample 1See All (5)
Pro Group Status. The Purchaser either [check appropriate box] is a member of the “Pro Group” as defined in the Exchange’s Corporate Finance Manual, namely the “Pro Group” includes, subject to subparagraphs (i), (ii) and (iii) below, either individually or as a group (a) the member (i.e., a member of the TSX Venture Exchange under the TSX Venture Exchange requirements); (b) employees of the member; (c) partners, officers and directors of the member; (d) affiliates of the member; and (e) associates of any parties referred to in subparagraphs (a) through (d). (i) The Exchange may, in its discretion, include a person, company or party in the Pro Group for the purposes of a particular calculation where the Exchange determines that the person is not acting at arm’s length to the member. (ii) The Exchange may, in its discretion, exclude a person or company from the Pro Group for the purposes of a particular calculation where the Exchange determines that the person or company is acting at arm’s length to the member. (iii) The Exchange may deem a person or company who would otherwise be included in the Pro Group pursuant to subparagraphs (a) through (e) above to be excluded from the Pro Group where the Exchange determines that (A) the person or company is an affiliate or associate of the member acting at arm’s length of the member; (B) the associate or affiliate has a separate corporate and reporting structure; (C) there are sufficient controls on information flowing between the member and the associate or affiliate; and (D) the member maintains a list of such excluded persons or companies; or is not a member of the Pro Group.
Sample 1Sample 2
Pro Group Status. The Subscriber either [check appropriate box] : [ ] is a member of the "Pro Group" as defined in the Rules of the Exchange, determined as follows: (a) subject to subparagraphs (b), (c) and (d), "Pro Group" shall include, either individually or as a group: (1) the member (i.e. a member of the Exchange under the Exchange requirements); (2) employees of the member; (3) partners, officers and directors of the member; (4) affiliates of the member; and (5) associates of any parties referred to in subparagraphs (1) through (4); (b) the Exchange may, in its discretion, include a person or party in the Pro Group for the purposes of a particular calculation where the Exchange determines that the person is not acting at arm's length of the member; (c) the Exchange may, in its discretion, exclude a person from the Pro Group for the purposes of a particular calculation where the Exchange determines that the person is acting at arm's length of the member; and (d) the member may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (a) to be excluded from the Pro Group where the member determines that: (1) the person is an affiliate or associate of the member acting at arm's length of the member; (2) the associate or affiliate has a separate corporate and reporting structure; (3) there are sufficient controls on information flowing between the member and the associate or affiliate; and (4) the member maintains a list of such excluded persons; or [ ] is not a member of the Pro Group.
Sample 1
Pro Group Status. The Subscriber (select one): ---------------- Note: For the purposes of this paragraph the term "Pro Group" includes, either individually or as a group, (a) the member (i.e. a member of the TSX Venture Exchange under the Exchange requirements); (b) employees of the member; (c) partners, officers and directors of the member; (
Sample 1
Pro Group Status. The Subscriber either: £ Is a Member of the "Pro Group", which is defined in the Rules of the Exchange as either individually or as a group: 1. the member (i.e. a member of the Exchange under the Exchange requirements); 2. employees of the member; 3. partners, officers and directors of the member; 4. affiliates of the member; 5. such other persons as the Exchange may determine; and 6. associates of any parties referred to in paragraphs 1 through 5 above. £ Is not a member of the Pro Group.
Sample 1
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Related to Pro Group Status

  • Company Status The Company is a corporation duly formed and validly existing under the general laws of the State of Maryland, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

  • Partnership Status The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes.

  • Pay Status An aggrieved employee and the Union Delegate shall be in a pay status during those working hours in which a grievance, a grievance mediation, or an arbitration hearing is held. Release time for additional employee representation shall be subject to approval by the Labor Relations Officer or designee when a group grievance is filed.

  • Affiliate Status The Holder is not, and has not been during the preceding three months, an “affiliate” of the Company as such term is defined in Rule 144 under the Securities Act.

  • Shell Company Status The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

  • Employee Status For purposes of determining the applicability of Section 422 of the Code (relating to Incentive Stock Options), or in the event that the terms of any Grant provide that it may be exercised only during employment or within a specified period of time after termination of employment, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary Disability, or other reasons shall not be deemed interruptions of continuous employment.

  • Reporting Company Status The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary other than those jurisdictions in which the failure to so qualify would not have a material and adverse effect on the business, operations, properties, prospects or condition (financial or otherwise) of the Company. The Company has registered its Common Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

  • Entity Status The Parent and each of the other Credit Parties (i) is a Person duly organized, constituted and validly existing (or the functional equivalent) under the laws of the jurisdiction of its formation, has the capacity to sue and be sued in its own name and the power to own and charge its assets and carry on its business as it is now being conducted and (ii) is duly qualified and is authorized to do business and is in good standing (or the functional equivalent) in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such qualifications except for failures to be so qualified or authorized or in good standing which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

  • Investment Company Status The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

  • Holding Company Status With respect to Holdings and Intermediate Holdings, engage in any business or activity, hold any assets or incur any Indebtedness or other liabilities, other than (i) its ownership of Equity Interests in its Subsidiaries, intercompany notes permitted hereunder, cash and Cash Equivalents, notes of officers, directors and employees permitted hereunder, and all other activities incidental to its ownership of Equity Interests in its Subsidiaries or related to the management of its investment in its Subsidiaries, (ii) maintaining its corporate existence, (iii) participating in tax, accounting and other administrative activities as a member of the consolidated group of companies including the Credit Parties, (iv) executing, delivering and performing rights and obligations under the Loan Documents (including any documents governing the terms of, or entered into in connection with, any Incremental Facility or any Credit Agreement Refinancing Indebtedness in respect thereof), the other Transaction Documents, any documents and agreements relating to any Permitted Acquisition or Investment permitted hereunder to which it is a party, or the documents governing any other Indebtedness permitted hereunder and not described above that is guaranteed by (and permitted to be guaranteed by) Holdings or Intermediate Holdings, (v) performance of rights and obligations under any management services agreement (including the Management Services Agreement) to which it is a party, (vi) making any Dividend permitted by Section 6.06, (vii) purchasing or acquiring Qualified Capital Stock in any Subsidiary, (viii) making capital contributions to its first-tier Subsidiaries, (ix) taking actions in furtherance of and consummating an IPO, and fulfilling all initial and ongoing obligations related thereto, (x) executing, delivering and performing rights and obligations under any employment agreements and any documents related thereto, (xi) purchasing Obligations (including obligations under any Incremental Facility or any Credit Agreement Refinancing Indebtedness issued in exchange for any thereof) in accordance with this Agreement or the documents governing any Incremental Facility or any Credit Agreement Refinancing Indebtedness issued in exchange for any thereof, (xii) the buyback and sales of equity from or to officers, directors and managers of Holdings and its Subsidiaries and other persons in accordance with Section 6.06(b), (xiii) the making of loans to officers, directors (or other Persons in comparable positions), and employees and others in exchange for Equity Interests of any Credit Party or its Subsidiaries purchased by such officers, directors (or other Persons in comparable positions), employees or others pursuant to Section 6.03(e) and the acceptance of notes related thereto, (xiv) transactions expressly described herein as involving Holdings and/or Intermediate Holdings and permitted under this Agreement, (xv) the incurrence of other unsecured Indebtedness otherwise permitted hereunder that requires the payment of interest in cash solely to the extent that the Borrower and its Restricted Subsidiaries are permitted by the terms of this Agreement to make Dividends to Holdings and/or Intermediate Holdings for such purpose; provided that such Indebtedness shall be subordinated to the Obligations pursuant to subordination terms reasonably acceptable to the Administrative Agent, (xvi) taking actions in furtherance of consummating any reorganization or other activity related to tax planning otherwise permitted hereunder to the extent that after giving effect thereto, there is no material adverse impact on the value of the (A) Collateral (taken as a whole) granted to the Collateral Agent for the benefit of the Lenders or (B) Guarantees in favor of the Lenders, (xvii) with respect to intercompany loans otherwise permitted hereunder, (xviii) providing guarantees with respect to the performance of rights and obligations under contracts and agreements of its Subsidiaries and taking actions in furtherance thereof, and (xix) activities incidental to the businesses or activities described in clauses (i) through (xviii) above. Holdings may not use any of the baskets or other permissive covenants contained in this Article VI under Sections where it is not included as a “Group Member”.

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