Affiliate Interests definition
Examples of Affiliate Interests in a sentence
Other than other Purchased Entities, Purchased Affiliate Interests and the Excluded Entities, no Purchased Entity has any equity interests in any other Person as of the date of this Agreement.
There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Interests or the Purchased Affiliate Interests.
Purchaser (or one or more of its Affiliates) will acquire the Interests and Purchased Affiliate Interests for investment purposes and not with a view toward or for offer or sale in connection with any distribution thereof, or with any present intention of offering, distributing or selling any of the Interests or Purchased Affiliate Interests.
Purchaser (or its applicable Affiliate) is an “accredited investor” within the meaning of Rule 501 under the Securities Act, and any Interests or Purchased Affiliate Interests that Purchaser or its Affiliates receive hereunder will be received only on its own behalf and not for the account or benefit of any other person or entity.
At the Closing, the Purchased Entities will not own any equity interests in any other Person except other Purchased Entities and Purchased Affiliate Interests.
Each of Purchaser and its applicable Affiliates is able to bear the economic risk of holding the Interests and Purchased Affiliate Interests for an indefinite period (including total loss of its investment).
Each of the Purchased Affiliate Interests is, to the extent applicable, duly authorized, has been validly issued, and is fully paid and non-assessable.
The MMP Interests and the MMP Affiliate Interests are duly authorized, validly issued, fully paid, nonassessable and are free and clear of any Lien or other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Interests, subject only to applicable securities Laws).
Buyer shall have entered into a new or amended credit facility supported by a borrowing base of at least $100 million consisting of all of the proved reserves of Buyer, the Company and their respective subsidiaries (including acquired Affiliate Interests).
Of the holders of Company Capital Stock, Refinanced Debt and Affiliate Interests, no more than 35 persons are not Accredited Investors.