Self-Dealing Transactions Sample Clauses

Self-Dealing Transactions. Section 7.1 Definition Self-dealing transaction means a transaction to which the corporation is a party and in which one or more of the Directors ("interested Director(s)") has a material financial interest. Notwithstanding this definition of self-dealing transaction, the following transactions are not self-dealing transactions, and are subject to the Board's general standard of care: An action by the Board fixing the compensation of a Director as a Director or officer of the corporation; a transaction which is part of a public or charitable program of the corporation if the transaction is: 1. Approved or authorized by the corporation in good faith and without unjustified favoritism, and 2. Results in a benefit to one or more Directors or their families because they are in a class of persons intended to be benefited by the program; 3. A transaction of which the interested Directors have no actual knowledge, and which does not exceed the lesser of one percent (1%) of the corporation's gross receipts for the fiscal year immediately preceding, the year in which such transaction occurs or One Hundred Thousand Dollars (S100,000) Section 7.2 Action of the Board If the transaction appears to be a self-dealing transaction, the interested Director must demonstrate the following in order to sustain the validity of the transaction: a. That, prior to consummating the transaction or any part thereof, the Board authorized or approved the transaction in good faith by vote of a majority of the Directors then in office excluding the vote of the interested Director(s) and with knowledge of the material facts concerning the transaction and the interested Director's interest in it. Except as provided in Section 7.4 action by a committee of the Board will not satisfy this requirement; b. That either: 1. Prior to authorizing or approving the transaction, the Board considered and in good faith determined after reasonable investigation that the corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances; or 2. The corporation in fact could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. c. That the corporation entered into the transaction for its own benefit; and d. That the transaction was fair and reasonable as to the corporation at the time the corporation entered into the transaction.
Sample 1
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Self-Dealing Transactions. As used in this Section, a “self-dealing contract” is any contract or transaction: (a) between the Alliance and one or more of its Directors, or between the Alliance and any corporation, firm or association in which one or more of the Directors has a material financial interest; or (b) between the Alliance and a corporation, firm or association of which one or more of its directors are Directors of the Alliance (collectively, “Interested Director(s)”). Pursuant to Section 7233 of the California Nonprofit Corporation Law, no self-dealing contract shall be void or voidable because such Interested Director(s) or corporation, firm or association are parties or because such Interested Director(s) are present at the meeting of the Board or committee which authorizes, approves or ratifies the self-dealing contract, if:
Sample 1
Self-Dealing Transactions. ‌ 1. First-tier penalties.‌ a. On Individual CTCC member who is a self-dealer or who is related to a self- dealer.‌ Under this Agreement, there is a penalty imposed on each knowing act of self-dealing between a disqualified person and a Scientology-related entity. The penalty shall equal 5 percent of the amount involved with respect to the act of self-dealing for each taxable year (or part thereof) in the sanction period (defined below). The penalty imposed by this paragraph shall be paid by each Individual CTCC member: (i) who is the disqualified person who engaged in such act of self-dealing; or (ii) who is related (as described in section VIII. paragraph N.2. through 9., including the attribution rules contained therein) to any person that participates in the act of self-dealing. No penalty shall be due under this paragraph B.1.a. if and to the extent that an act of self-dealing has been corrected within the correction period. b. On Individual CTCC members with knowledge of transaction.‌ In any case in which a penalty is imposed by section VI. paragraph B.1.a., there is an additional penalty imposed on the participation of any Individual CTCC member in an act of self-dealing between any disqualified person and a Scientology-related entity, knowing that it is such an act, equal to 2 1/2 percent of the amount involved with respect to the act of self- dealing for each taxable year (or part thereof) in the sanction period, unless such participation is not willful and is due to reasonable cause. The penalty imposed by this paragraph shall be paid by any Individual CTCC member who participated in the act of self-dealing. No penalty shall be due under this paragraph B.1.b. if and to the extent that an act of self-dealing has been corrected within the correction period. 2. Second-tier penalties.‌ a. On Individual CTCC member who is a self-dealer or who is related to a self- dealer.‌ In any case in which a first tier penalty is imposed by section VI. paragraph B.1. on an act of self-dealing by a disqualified person with a Scientology-related entity and the act is not corrected within the sanction period, there is xxxxxx imposed a penalty equal to 200 percent of the amount involved. The penalty imposed by this paragraph shall be paid by each Individual CTCC member: (i) who is the disqualified person who engaged in such act of self-dealing; or
Sample 1
Self-Dealing Transactions. Except as may otherwise be provided by the Act or the Articles, no contract or other transaction between the Corporation and one or more of the Directors or any other corporation, firm, association or entity in which a Directorof the Corporation has an interest shall be voided of doing business with the corporation subject to the provisions section 33-5204 and 33-507 or other relevant sections ofldaho Code.
Sample 1
Self-Dealing Transactions. A self-dealing transaction is a transaction to which this Corporation is a party and in which one or more of its Directors has a material financial interest. When considering any self-dealing transaction, the Board shall comply with all requirements of California law regarding such transactions, and shall follow the procedures set forth in any applicable policies of the Parent Corporation or the System Corporation regarding such transactions, as such policies may be amended by the Parent Corporation or the System Corporation, as applicable, from time to time.
Sample 1
Self-Dealing Transactions. The Partnership shall not, and shall cause its Subsidiaries not to, enter into any agreement or transaction with the JCP Funds, Jefferies Capital Partners IV LLC (the “Manager”), any other investment funds managed by the Manager or any other Person controlled by the JCP Funds, the Manager or such other investment funds, including without limitation the General Partner (collectively “JCP Affiliates”), unless such transactions are (a) on terms no worse than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis with a Person that is not a JCP Affiliate or (b) approved by the holders of a majority of the then outstanding Common Units not owned by JCP Affiliates. Notwithstanding the foregoing, the restrictions set forth in this Section 6.5 shall not apply to and shall not prohibit the transactions contemplated by or permitted by the Investment Documents and/or this Agreement, including without limitation transactions permitted by Sections 6.3 and the issuance of Units issued in compliance with Section 7.4.
Sample 1
Self-Dealing Transactions. As used in this section, a "self-dealing contract" is any contract or transaction (i) between this Corporation and one or more of its Directors, or between this Corporation and any corporation, firm or association in which one or more of the Directors or, to the best of each respective Director’s knowledge at the time the contract or transaction is proposed, or thereafter, one or more Promoter Members has a material financial interest, or
Sample 1
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Related to Self-Dealing Transactions

  • No General Solicitation or Advertising in Regard to this Transaction Neither the Company nor any of its affiliates nor any person acting on its or their behalf (a) has conducted or will conduct any general solicitation (as that term is used in Rule 502(c) of Regulation D) or general advertising with respect to any of the Shares, or (b) made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration of the Common Stock under the Securities Act.

  • Failure to Consummate Business Combination The Placement Warrants shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate the Business Combination within 24 months from the completion of the IPO.

  • Material Transactions or Affiliations Except as disclosed herein and in the IACH Schedules, there exists no contract, agreement or arrangement between IACH and any predecessor and any person who was at the time of such contract, agreement or arrangement an officer or director. IACH has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person.

  • Material Transactions Prior to the Closing, no Party will (other than (i) as contemplated by the terms of this Agreement and the Related Agreements, (ii) with respect to transactions for which there is a binding commitment existing prior to the date hereof disclosed in the Disclosure Schedules, and (iii) transactions described on Schedule 7.3 which do not vary materially from the terms set forth on such Schedule 7.3, or in the Ordinary Course of Business without first obtaining the written consent of the other Parties): (a) declare or pay any dividend or make any other distribution to shareholders, whether in cash, stock or other property; (b) amend its Governing Documents or enter into any agreement to merge or consolidate with, or sell a significant portion of its assets to, any other Person; (c) except pursuant to options, warrants, conversion rights or other contractual rights, issue any shares of its capital stock or any options, warrants or other rights to subscribe for or purchase such common or other capital stock or any securities convertible into or exchangeable for any such common or other capital stock; (d) directly redeem, purchase or otherwise acquire any of its common or other capital stock; (e) effect a reclassification, recapitalization, split-up, exchange of shares, readjustment or other similar change in or to any capital stock or otherwise reorganize or recapitalize; (f) enter into any employment contract which is not terminable upon notice of ninety (90) days or less, at will, and without penalty except as provided herein or grant any increase (other than ordinary and normal increases consistent with past practices) in the compensation payable or to become payable to officers or salaried employees, grant any stock options or, except as required by law, adopt or make any change in any bonus, insurance, pension or other Employee Benefit Plan, agreement, payment or agreement under, to, for or with any of such officers or employees; (g) make any payment or distribution to the trustee under any bonus, pension, profit sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such Party’s usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement providing for bonuses, options, executive incentive compensation, pensions, deferred compensation, retirement payments, profit sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate or modify any plan; (h) prepay any debt in excess of Twenty-Five Thousand Dollars ($25,000), borrow or agree to borrow any amount of funds except in the Ordinary Course of Business or, directly or indirectly, guarantee or agree to guarantee obligations of others, or fail to pay any monetary obligation in a timely manner prior to delinquency; (i) enter into any agreement, contract or commitment having a term in excess of three (3) months or involving payments or obligations in excess of Twenty-Five Thousand Dollars ($25,000) in the aggregate, except in the Ordinary Course of Business; (j) amend or modify any material Contract; (k) agree to increase the compensation or benefits of any employee (except for normal annual salary increases in accordance with past practices); (l) place on any of its assets or properties any pledge, charge or other Encumbrance, except as otherwise authorized hereunder, or enter into any transaction or make any contract or commitment relating to its properties, assets and business, other than in the Ordinary Course of Business or as otherwise disclosed herein; (m) guarantee the obligation of any person, firm or corporation, except in the Ordinary Course of Business; (n) make any loan or advance in excess of Twenty-Five Thousand Dollars ($25,000) or cancel or accelerate any material indebtedness owing to it or any claims which it may possess or waive any material rights of substantial value; (o) sell or otherwise dispose of any Real Property or any material amount of any tangible or intangible personal property other than leasehold interests in closed facilities, except in the Ordinary Course of Business; (p) commit any act or fail to do any act which will cause a Breach of any Contract and which will have a Material Adverse Effect on its business, financial condition or earnings; (q) violate any Applicable Law which violation might have a Material Adverse Effect on such Party; (r) purchase any real or personal property or make any other capital expenditure where the amount paid or committed is in excess of Twenty-Five Thousand Dollars ($25,000) per expenditure; (s) except in the Ordinary Course of Business, enter into any agreement or transaction with any of such Party’s Affiliates; or (t) engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of such Party contained in this Agreement, as if such representations and warranties were given as of the date of such transaction or action.

  • Failure to File or Obtain Effectiveness of the Registration Statement In the event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared effective by the SEC on or before the Scheduled Effective Date, or if after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise then as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be.

  • Agreement in Connection with Public Offering The Participant agrees, in connection with the initial underwritten public offering of the Company’s securities pursuant to a registration statement under the Securities Act, (i) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company’s securities for a period of 180 days from the effective date of such registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering.

  • Non-Arm’s Length Transactions To the knowledge of the Company, after due inquiry, except as disclosed in writing to the Underwriters or in the Registration Statement, the Time of Sale Information and the Prospectuses, neither the Company nor any subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or any other person not dealing at arm’s length with the Company or any subsidiary which is required to be disclosed by applicable Canadian Securities Laws.

  • No Contemplation of a Business Combination The Company has not identified any Business Combination target (each a “Target Business”) and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target.

  • Withdrawal of Property from Market or Termination of Discussions Potential Investor acknowledges that the Property has been offered for sale subject to withdrawal of the Property from the market at any time or rejection of any offer because of the terms thereof, or for any other reason whatsoever, without notice, as well as the termination of discussions with any party at any time without notice for any reason whatsoever.

  • Provision by Holders of Certain Information in Connection with the Shelf Registration Statement No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

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