Related Entity Transactions Generally Sample Clauses

Related Entity Transactions Generally. (a) All transactions and agreements of the Company for the benefit of or with any Shareholder or its Related Persons shall, when entered into, be on terms that are no less favorable to the Company than those that could have been obtained in a comparable arm’s-length transaction by the Company with a qualified, unrelated third party, provided that nothing in this Shareholders’ Agreement shall operate to override, invalidate, or otherwise affect the application of any provision of any written agreement entered into between a Shareholder (and / or its Related Persons) and the Company if such written agreement has been approved in accordance - 79 - with Sections 8.6(v) (Board Action in General) and 8.7 (Voting With Respect to Related Entity Transactions). A Shareholder who enters into, or proposes to enter into, a transaction or agreement with the Company, or whose Related Person(s) enters into, or proposes to enter into, a transaction or agreement with the Company, shall be a “Related Shareholder” for the purposes of this Shareholders’ Agreement. (b) All Related Entity Transactions shall be approved by the Board, and the Company will not exercise, waive, modify, enforce, or compromise material claims, terms, obligations, or rights with respect to any Related Entity Transactions without Board approval, as stipulated in Section 8.7 (Voting With Respect to Related Entity Transactions).
Sample 1
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Related Entity Transactions Generally. (a) All transactions and agreements of the Company for the benefit of or with any Shareholder or its Related Persons shall, when entered into, be on terms that are no less favorable to the Company than those that could have been obtained in a comparable arm’s-length transaction by the Company with a qualified, unrelated third party, provided that nothing in this Shareholders’ Agreement shall operate to override, invalidate, or otherwise affect the application of any provision of any written agreement entered into between a Shareholder (and / or its Related Persons) and the Company if such written agreement has been approved in accordance
Sample 1
Related Entity Transactions Generally. (a) [***] [***] Confidential treatment has been requested. The redacted material has been separately filed with the Commission. [***] A Shareholder who enters into, or proposes to enter into, a transaction or agreement with the Company, or whose Related Person(s) enters into, or proposes to enter into, a transaction or agreement with the Company, shall be a “Related Shareholder” for the purposes of this Shareholders’ Agreement.
Sample 1
Related Entity Transactions Generally. (a) All transactions and agreements of the Company for the benefit of or with any Shareholder or its Related Persons shall, when entered into, be on terms that are no less favorable to the Company than those that could have been obtained in a comparable arm’s-length transaction by the Company with a qualified, unrelated third party, provided that nothing in this Shareholders’ Agreement shall operate to override, invalidate, or otherwise affect the application of any provision of any written agreement entered into between a Shareholder (and / or its Related Persons) and the Company if such written agreement has been approved in accordance with Sections 8.7(w) (Board Action in General) and 8.8 (Voting With Respect to Related Entity Transactions). Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) the type of information that The Dow Chemical Company treats as private or confidential. 68
Sample 1

Related to Related Entity Transactions Generally

  • Certain Affiliate Transactions EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status F-1 Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access Agreement K Intercompany Note L Joinder Agreement M Incumbency Certificate CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23, 2014, is entered into by and among TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”).

  • Certain Significant Transactions During the one year period preceding the date of this Agreement, no Person shall have merged or consolidated with or into any Assignor, and no Person shall have liquidated into, or transferred all or substantially all of its assets to, any Assignor, in each case except as described in Annex E hereto. With respect to any transactions so described in Annex E hereto, the respective Assignor shall have furnished such information with respect to the Person (and the assets of the Person and locations thereof) which merged with or into or consolidated with such Assignor, or was liquidated into or transferred all or substantially all of its assets to such Assignor, and shall have furnished to the Collateral Agent such UCC lien searches as may have been requested with respect to such Person and its assets, to establish that no security interest (excluding Permitted Liens) continues perfected on the date hereof with respect to any Person described above (or the assets transferred to the respective Assignor by such Person), including without limitation pursuant to Section 9-316(a)(3) of the UCC.

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

  • Interested Party Transactions 19 2.18 Insurance....................................................... 19 2.19

  • Consolidation, Merger or Certain Other Transactions The voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Partnership to, or the consolidation or merger or other business combination of the Partnership with or into, any corporation, trust or other entity (or of any corporation, trust or other entity with or into the Partnership) shall not be deemed to constitute a liquidation, dissolution or winding-up of the Partnership.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Prohibition of Short Sales and Hedging Transactions The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4:

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

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