Examples of Alleghany Group in a sentence
To the extent that such fees are charged by a third party on a basis that relates to members of the Alleghany Group and members of the DPUI Group, then DPUI shall be responsible for payment (or reimbursement) of the portion of such fees and expenses charged by such third party as are reasonably allocable to members of the DPUI Group.
DPUI hereby covenants and agrees that it shall not, without the prior written consent of Alleghany (which Alleghany may withhold in its sole and absolute discretion) take, or cause to be taken, directly or indirectly, any action which has the effect, directly or indirectly, of restricting or limiting the ability of Alleghany or any member of the Alleghany Group to freely sell, transfer, assign, pledge or otherwise dispose of shares of Common Stock.
Without limiting the generality of the foregoing, DPUI shall not, without the prior written consent of Alleghany (which Allegany may withhold in its sole and absolute discretion), take any action, or recommend to its stockholders any action, which would limit the legal rights of, or deny any benefit to, Alleghany or any member of the Alleghany Group as a stockholder of DPUI in a manner not applicable to stockholders of DPUI generally.
Except as otherwise agreed by Alleghany or unless superseded by any comparable policies adopted by the Darwin Board, the policies of Alleghany that apply to Subsidiaries of Alleghany shall apply to DPUI and its Subsidiaries for so long as members of the Alleghany Group beneficially own, in the aggregate, more than fifty percent (50%) of the then outstanding shares of Common Stock.
DPUI acknowledges and agrees that Alleghany has no obligation to provide to members of the DPUI Group investment ideas or opportunities to share in investments made by Alleghany or made available by Alleghany to other members of the Alleghany Group.
DPUI agrees that for so long as members of the Alleghany Group beneficially own, in the aggregate, ten percent (10%) or more of the then outstanding shares of Common Stock, DPUI shall not adopt or implement any stockholder rights plan or similar takeover defense measure without Alleghany's prior written consent.
Any transfers of Assets of the Chicago Title Group to the Alleghany Group, and any assumption by the Chicago Title Group of Liabilities of the Alleghany Group pursuant to this Agreement, net of Assets received, shall be treated as a distribution by Chicago Title to Alleghany.
Any Consolidated or Combined State Taxes for a Straddle Period shall be allocated between the members of the Alleghany Group and the Chicago Title Group first on the basis of, and to the extent, that the receipts, income, capital or net worth of a member resulted in, or increased, any Consolidated or Combined State Taxes.
Any transfers of Assets of the Alleghany Group to the Chicago Title Group pursuant to this Agreement shall constitute contributions by Alleghany to the capital of Chicago Title.
With respect to all Pre-Distribution Tax Periods and the Tax Period which includes the Chicago Title Distribution Date, all elections that are available to the Alleghany Group under the Treasury Regulations relating to the filing of consolidated Federal income tax returns and all Tax return filing positions for all Tax Periods shall be made by Alleghany in its sole discretion.