Related Party Issues Sample Clauses

Related Party Issues. The Parties agree that additional arrangements between them (other than for the technology contribution and management services) that are not covered by the Master Transaction Agreement, this Agreement or the Ancillary Agreements, including any access by Fiat to Chrysler United States Department of Energy-funded technology, will be on arm’s-length terms and will require approval of the arrangement in accordance with the applicable internal policies of the Parties regarding related party transactions.
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Related Party Issues. Without prejudice to the duties of the Directors under Applicable Laws, the following provisions shall apply in respect of any Related Party Issue: 6.4.1 the Relevant Investor shall not do anything, nor shall it omit to do anything (nor permit any member of the Relevant Investor Group to do anything or omit to do anything), which would hinder the any member of the Group from making any decision or taking any action in connection with the Related Party Issue; 6.4.2 the Relevant Investor shall procure that its appointed Directors (and any directors that it has appointed, nominated or approved to serve on any Committee, or on the board of directors of any other member of the Group) ("Relevant Appointed Directors") shall not do anything, nor shall they omit to do anything, which would hinder any member of the Group from making any decision or taking any action in connection with the Related Party Issue. It is clarified for avoidance of doubt that the provisions of this Clause 6.4.2 shall apply, and be binding upon, the Relevant Investor even if it constitutes a part (and not whole) of the Investor Majority which appointed the Relevant Appointed Directors. 6.4.3 a Relevant Appointed Director shall be entitled to attend (solely for the purposes of airing their own views and/or those of their appointor), but shall have no right to vote at the part of any meeting of the board of directors of any member of the Group in which the Related Party Issue is considered, discussed or deliberated upon; 6.4.4 a Relevant Appointed Director shall not be counted in the quorum for, nor shall their presence be required to constitute a quorum for the relevant part of any meeting referred to in Clause 6.4.3 to consider, discuss, and deliberate upon a Related Party Issue; 6.4.5 if any matter relating to the Related Party Issue requires the formal sanction of the Investors or Shareholders (as the case may be), the presence of the Relevant Investor shall not be required in order for the quorum or requirements at any meeting of the Shareholders to be satisfied, and the Relevant Investor shall not be entitled to vote on such relevant matter; 6.4.6 the Relevant Investor and its Relevant Appointed Directors shall authorise, permit and enable all decisions and actions in connection with the Related Party Issue to be made or taken solely by those Directors (or, in the case of other members of the Group, those of such member's directors) who are not Relevant Appointed Directors, and the Part...
Sample 1
Related Party Issues. Except as disclosed, any existing shareholder, director or senior management of the company, or any of the aforementioned parties' related parties and the company: (i) does not have any contract, undertaking or any ongoing, or proposed (ii) debt not directly or indirectly, unilaterally or bi-directionally (except for salaries at this stage), commitments to provide loans or guarantees, (iii) not directly or indirectly signed to companies and companies The contract has an interest or significant business relationship (including the purchase, sale, licensing, authorized use, provision of any company's products, intellectual property and other assets and services), (iv) is not associated with, has a business relationship with, or competes with the company or company that has direct or equal ownership interests (except for those who do not receive more than 1% of the shares in the public securities market), or controls such companies as loans, agreements or otherwise, or holds senior management directors and partners positions in them.
Sample 1
Related Party Issues. Notwithstanding anything to the contrary contained in this Agreement, the Company, through the Board of Directors or other authorized individual or committee, shall not approve any transactions between the Company and its Shareholder or its Affiliate(s) (other than Company Subsidiaries) without approval of each of the Principal Shareholders unless such transaction is contemplated by the Annual Budget or Business Plan.
Sample 1

Related to Related Party Issues

  • Related Party Agreements 34 7.5 Cooperation................................................... 34 7.6 Conduct of Business Pending Closing........................... 35 7.7

  • RELATIONSHIPS WITH RELATED PERSONS Neither Seller, Acquired Company or any Related Person of each Seller or of either Acquired Company has, or since the first day of the next to last completed fiscal year of any Acquired Company has had, any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to any Acquired Company’s business. Neither Seller, Acquired Company or any Related Person of each Seller or of any Acquired Company is, or since the first day of the next to last completed fiscal year of any Acquired Company has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in, a Person that has (i) had business dealings or a material financial interest in any transaction with any Acquired Company other than business dealings or transactions conducted in the Ordinary Course of Business with any Acquired Company at substantially prevailing market prices and on substantially prevailing market terms, or (ii) engaged in competition with any Acquired Company with respect to any line of the products or services of any Acquired Company (a “Competing Business”) in any market presently served by any Acquired Company except for less than one percent of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the-counter market. Neither Seller or any Related Person of each Seller or of any Acquired Company is a party to any Contract with, or has any claim or right against, any Acquired Company.

  • Related Party The Liquidity Provider is not related to the Fund within the meaning of Section 267(b) or Section 707(b) of the Code.

  • Related Litigation The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation Proceedings pursuant to the Arbitration Act.

  • Entities that Boycott Israel Contractor represents and warrants that (1) it does not, and shall not for the duration of the Contract, boycott Israel or (2) the verification required by Section 2271.002 of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency.

  • Transactions with Related Parties Borrower shall not purchase, acquire, or sell any equipment, other personal property, real property or services from or to any affiliate, except in the ordinary course of Borrower's business and upon fair and reasonable terms no less favorable than would be obtained by Borrower in a comparable arm's-length transaction with an unrelated Person.

  • Transactions with Related Persons Except as set forth on Schedule 4.21, no Target Entity nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target Entity, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target Entity), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity in the ordinary course of business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, no Target Entity has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target Entity. The assets of the Target Entities do not include any receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities do not include any payable or other obligation or commitment to any Company Related Person.

  • Related Parties With respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

  • Professional Organizations During the Term, Executive shall be reimbursed by the Company for the annual dues payable for membership in professional societies associated with subject matter related to the Company's interests. New memberships for which reimbursement will be sought shall be approved by the Company in advance.

  • Third Party Interests The other parties to this Agreement hereby represents to the Trustee that any account to be opened by, or interest to be held by, the Trustee in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars of such third party.

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