Common use of Related Person Insurance Income Clause in Contracts

Related Person Insurance Income. (a) The Company shall use its best efforts to cause CGA not to sell insurance or reinsurance to a U.S. person which is a shareholder of the Company ("U.S. Shareholder") or a related person (within the meaning of Section 953(c)(6) of the Code) to a U.S. Shareholder ("Related Person") and which would therefore generate related person insurance income (within the meaning of Section 953(c)(2) of the Code) ("RPII") if the Company knows that (i) 20% or more of CGA's gross insurance income in any taxable year will be RPII and (ii) persons which are directly or indirectly insured or reinsured by CGA ("Insureds") or Related Persons to Insureds own 20 percent or more of the stock of CGA ("Excess RPII"); provided, however, that it is hereby understood that the Company shall not be considered to violate this Section 5.15(a) by virtue of such sale which the Company has reason to believe will generate Excess RPII if the Company receives the prior approval of 100% of the members of the Board then in office; provided, further, that it is hereby understood that this Section 5.15(a) does not alter any provision in the Company's Bye-laws and all actions taken in connection herewith must comply with such Bye-laws.

Appears in 1 contract

Samples: Subscription Agreement (Cga Group LTD)

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Related Person Insurance Income. (a) The Company shall use its best efforts to cause CGA not to sell insurance or reinsurance to a U.S. person which is a shareholder of the Company ("U.S. Shareholder") or a related person (within the meaning of Section 953(c)(6) of the Code) to a U.S. Shareholder ("Related Person") and which would therefore generate related person insurance income (within the meaning of Section 953(c)(2) of the Code) ("RPII") if the Company knows that (i) 20% or more of CGA's gross insurance income in any taxable year will be RPII and (ii) persons which are directly or indirectly insured or reinsured by CGA ("Insureds") or Related Persons to Insureds own 20 percent or more of the stock of CGA ("Excess RPII"); provided, however, that it is hereby understood that the Company shall not be considered to violate this Section 5.15(a2.14(a) by virtue of such sale which the Company has reason to believe will generate Excess RPII if the Company receives the prior approval of 100% of the members of the Board then in office; , provided, further, that it is hereby understood that this Section 5.15(a2.14(a) does not alter any provision in the Company's Bye-laws and all actions taken in connection herewith must comply with such Bye-laws.

Appears in 1 contract

Samples: Warrant Acquisition Agreement (Cga Group LTD)

Related Person Insurance Income. (a) The Company shall use its best efforts to cause CGA not to sell insurance or reinsurance to a U.S. person which is a shareholder of the Company ("U.S. Shareholder") or a related person (within the meaning of Section 953(c)(6) of the Code) to a U.S. Shareholder ("Related Person") and which would therefore generate related person insurance income (within the meaning of Section 953(c)(2) of the Code) ("RPII") if the Company knows that (i) 20% or more of CGA's gross insurance income in any taxable year will be RPII and (ii) persons which are directly or indirectly insured or reinsured by CGA ("Insureds") or Related Persons to Insureds own 20 percent or more of the stock of CGA ("Excess RPII"); provided, however, that it is hereby understood that the Company shall not be considered to violate this Section 5.15(a5.13(a) by virtue of such sale which the Company has reason to believe knows will generate Excess RPII if the Company receives the prior approval of 100% of the members of the Board then in office; provided, further, that it is hereby understood that this Section 5.15(a5.13(a) does not alter any provision in the Company's Bye-laws and all actions taken in connection herewith must comply with such Bye-laws.

Appears in 1 contract

Samples: Common Stock Subscription Agreement (Cga Group LTD)

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Related Person Insurance Income. (a) The Company shall use its best efforts to cause CGA not to sell insurance or reinsurance to a U.S. person which is a shareholder of the Company ("U.S. Shareholder") or a related person (within the meaning of Section 953(c)(6) of the Code) to a U.S. Shareholder ("Related Person") and which would therefore generate related person insurance income (within the meaning of Section 953(c)(2) of the Code) ("RPII") if the Company knows that (i) 20% or more of CGA's gross insurance income in any taxable year will be RPII and (ii) persons which are directly or indirectly insured or reinsured by CGA ("Insureds") or Related Persons to Insureds own 20 percent or more of the stock of CGA ("Excess RPII"); provided, however, that it is hereby understood that the Company shall not be considered to violate this Section 5.15(a5.13(a) by virtue of such sale which the Company has reason to believe will generate Excess RPII if the Company receives the prior approval of 100% of the members of the Board then in office; , provided, further, that it is hereby understood that this Section 5.15(a5.13(a) does not alter any provision in the Company's Bye-laws and all actions taken in connection herewith must comply with such Bye-laws.

Appears in 1 contract

Samples: Preferred Stock Subscription Agreement (Cga Group LTD)

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