Vulnerable prior transactions Sample Clauses

Vulnerable prior transactions. There has been no transaction pursuant to or as a result of which (i) any of the Shares or (ii) any asset owned, purportedly owned or otherwise held by the Company is liable to be transferred or re-transferred to another person or which gives or may give rise to a right of compensation or other payment in favour of another person under the law of any relevant jurisdiction.
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Vulnerable prior transactions. There has been no transaction pursuant to or as a result of which (i) any of the Shares or (ii) any asset owned, purportedly owned or otherwise held by MIE is liable to be transferred or re-transferred to another Person or which gives or may give rise to a right of compensation or other payment in favour of another Person under the law of any relevant jurisdiction. 1. SAFE Registration by Xxxxx, Xxxx and Shang as shareholders of FEEL with respect to (i) the transfer of 1.9% interest in the Company to Standard Bank and (ii) the transfer of 17.66667% interest in the Company to TPG, pursuant to Circular 75. 2. (For so long as TPG holds any interest in the Company) SAFE Registration by Xxxxx, Xxxx and Shang as shareholders of FEEL with respect to any changes in shareholding of the Company after the Completion Date, pursuant to Circular 75. 1. The name of the Company is MIE Holdings Corporation. 2. The Registered Office of the Company shall be at the offices of Xxxxxx Corporate Services Limited, XX Xxx 000, Xxxxxx Xxxxx, Grand Cayman, KY1-1104, Cayman Islands, or at such other place as the Directors may from time to time decide. 3. The objects for which the Company is established are unrestricted and shall include, but without limitation, the following: (i) To carry on the business of an investment company and to act as promoters and entrepreneurs and to carry on business as financiers, capitalists, concessionaires, merchants, brokers, traders, dealers, agents, importers and exporters and to undertake and carry on and execute all kinds of investment, financial, commercial, mercantile, trading and other operations. (ii) To carry on whether as principals, agents or otherwise howsoever the business of realtors, developers, consultants, estate agents or managers, builders, contractors, engineers, manufacturers, dealers in or vendors of all types of property including services. (b) To exercise and enforce all rights and powers conferred by or incidental to the ownership of any shares, stock, obligations or other securities including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the Company of some special proportion of the issued or nominal amount thereof, to provide managerial and other executive, supervisory and consultant services for or in relation to any company in which the Company is interested upon such terms as may be thought fit. (c) To purchase or otherwise acquire, ...
Vulnerable prior transactions. No Subsidiary has at any relevant time been party to a transaction pursuant to or as a result of which an asset owned, purportedly owned or otherwise held by any Subsidiary is: 7.7.1. liable to be transferred or re-transferred to another Person; or 7.7.2. which gives or may give rise to a right of compensation or other payment in favour of another Person under the law of any relevant jurisdiction or country.
Vulnerable prior transactions. So far as the Seller is aware, no Broadcast Group Company nor member of the Core Group has at any relevant time been party to a transaction at an undervalue (within the meaning of section 238 of the Insolvency Act 1986) nor has it given or received any preference (within the meaning of section 239 of the Insolvency Act 1986) in either case during the two years preceding the date of this Agreement, in each case in so far as it relates to the Broadcast Business.
Vulnerable prior transactions. (a) Each Warrantor warrants that there has been no transaction pursuant to or as a result of which any of the Shares registered in the name of that Warrantor or, so far as the Warrantors are aware, any other shares in the capital of any Group Company are liable to be transferred or re-transferred to another person or which gives or may give rise to a right of compensation or other payment in favour of another person under the law of any relevant jurisdiction. (b) There has been no transaction pursuant to or as a result of which any asset owned, purportedly owned or otherwise held by any Group Company is liable to be transferred or re-transferred to another person or which gives or may give rise to a right of compensation or other payment in favour of another person under the law of any relevant jurisdiction.

Related to Vulnerable prior transactions

  • Open Market Transactions We agree to abide by Regulation M under the Exchange Act and we agree not to bid for, purchase, attempt to purchase, or sell, directly or indirectly, any Securities, any other Reference Securities (as defined in Regulation M) of the issuer, or any other securities of such issuer as you may designate, except as brokers pursuant to unsolicited orders and as otherwise provided in this Agreement. If the Securities are common stock or securities convertible into common stock, we agree not to effect, or attempt to induce others to effect, directly or indirectly, any transactions in or relating to any stock of such issuer, except to the extent permitted by Rule 101 of Regulation M under the Exchange Act.

  • Corporate Name; Prior Transactions No Borrower has, during the past five years, been known by or used any other corporate or fictitious name, or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its Property out of the ordinary course of business, except as set forth on Schedule 9.4.

  • Major Transactions There are no other Major Transactions currently pending or contemplated by the Company.

  • CONTINUING CONNECTED TRANSACTIONS NEW LEASE AGREEMENT

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Secondary Market Transactions Each Purchaser shall have the right at any time and from time to time to securitize its Subordinated Notes or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities secured by or evidencing ownership interests in the Subordinated Notes (each such securitization is referred to herein as a “Secondary Market Transaction”). In connection with any such Secondary Market Transaction, Company shall, at Company’s expense, cooperate with Purchasers and otherwise reasonably assist Purchasers in satisfying the market standards to which Purchasers customarily adhere or which may be reasonably required in the marketplace or by applicable rating agencies in connection with any such Secondary Market Transaction. Subject to any written confidentiality obligation, all information regarding Company may be furnished, without liability except in the case of gross negligence or willful misconduct, to any Purchaser and to any Person reasonably deemed necessary by Purchaser in connection with participation in such Secondary Market Transaction. All documents, financial statements, appraisals and other data relevant to Company or the Subordinated Notes may be retained by any such Person.

  • Insider Transactions There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company or any of its subsidiaries to or for the benefit of any of the officers or directors of the Company, any of its subsidiaries or any of their respective family members, except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All transactions by the Company with office holders or control persons of the Company have been duly approved by the board of directors of the Company, or duly appointed committees or officers thereof, if and to the extent required under applicable law.

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Third Party Financing If Product acquisitions are financed through any third party financing, Contractor may be required as a condition of Contract Award to agree to the terms and conditions of a “Consent & Acknowledgment Agreement” in a form acceptable to the Commissioner.

  • Repurchase Transactions (a) Repo Custodian shall make all credits and debits to the Transaction Account and effect the transfer of Securities to or from the Participating Funds upon proper instructions received from the Participating Funds, or the Custodian on behalf of the Participating Funds, and shall make all credits and debits to the Seller Account and effect the transfer of Securities to or from the Seller upon proper instructions received from Seller. In the event that Repo Custodian receives conflicting proper instructions from Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, Repo Custodian shall follow the Participating Funds' or the Custodian's proper instructions. The Participating Funds shall give Repo Custodian only such instructions as shall be permitted by the Master Agreement. Notwithstanding the preceding sentence, the Participating Funds, or the Custodian on behalf of the Participating Funds, may from time to time instruct Repo Custodian to transfer cash from the Transaction Account to Custodian. (b) (i) Whenever on any Banking Day one or more Funds and Seller agree to enter into a repurchase transaction, Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, will give Repo Custodian proper instructions by telephone or otherwise on the Sale Date, specifying the Transaction Category, Repurchase Date, Sale Price, Repurchase Price or the applicable Pricing Rate and the Margin Percentage for each such repurchase transaction. (ii) In the case of repurchase transactions in which the Repurchase Date is the Banking Day next following the Sale Date (x) the Participating Funds may increase or decrease the Sale Price for any such repurchase transaction by no more than 10% of the initial Sale Price by causing to be delivered further proper instructions by telephone or otherwise to Repo Custodian prior to the close of business on the Sale Date and (y) Seller and the Participating Funds may by mutual consent agree to increase or decrease the Sale Price by more than 10% of the initial Sale Price by causing to be provided further proper instructions to Repo Custodian by the close of business on the Sale Date. In any event, Repo Custodian shall not be responsible for determining whether any such increase or decrease of the Sale Price exceeds the 10% limitation. (c) Seller will take such actions as are necessary to ensure that on the Sale Date the aggregate Market Value of all Securities held by Repo Custodian for Seller and cash in the Seller Account equals or exceeds the Margin Percentage of the Sale Price. Seller shall give Repo Custodian proper instructions specifying with respect to each of the Securities which is to be the subject of a repurchase transaction (a) the name of the issuer and the title of the Securities, and (b) the Market Value of such Securities. Such instructions shall constitute Seller's instructions to Repo Custodian to transfer the Securities to the Participating Funds and/or Cash Collateral from the Seller Account to the Transaction Account.

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