Bay Peak definition

Bay Peak means Bay Peak LLC.
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Bay Peak has the meaning set forth in the Preamble of this Agreement.
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Bay Peak has the meaning set forth in Section 6.1(k) of this Agreement.
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Examples of Bay Peak in a sentence

  • Each of the Controlling Stockholder, Bay Peak LLC, and the Company agrees that until the first anniversary of the Closing, Bay Peak LLC shall have the right to nominate one (1) member of the board of directors of the Company (the “Bay Peak Nominee”).

  • The retention of such CFO and the engagement of new auditors shall be subject to the approval of Bay Peak LLC, which approval shall not be unreasonably withheld.

  • Until the Company has successfully qualified its common stock for trading on a recognized U.S. stock exchange or the Over-the-Counter Bulletin Board, the parties agree that the Company shall not issue any new securities or other equity interests in the Company without the consent of the Bay Peak Nominee.

  • The Shareholder, Bay Peak and Trunkbow agree that until the earlier of (i) the second anniversary of the Closing or (ii) such time as the Bay Peak Investor owns less than 200,000 shares (subject to stock splits, combinations and the like), the Bay Peak Investor shall have the right to nominate one (1) member of the Board of Directors of Bay Peak (the “Bay Peak Nominee”).

  • The Bay Peak Financial Statements fairly present in all material respects the financial condition and operating results of Bay Peak, as of the dates, and for the periods, indicated therein.

  • There are no collective bargaining or other labor union agreements to which Bay Peak is a party or by which it is bound.

  • The Parties acknowledge that while TIGL has issued shares of TIGL's stock to Bay Peak as required by Section 2 of the SPA, TIGL has not yet issued the Warrant required by such section.

  • Such requirements shall be deemed fully met so long as Bay Peak files reports under the Exchange Act.

  • The following additional provisions shall apply to the voting of shares: Bay Peak 5 Acquisition Corp.

  • Except as set forth in the Bay Peak Disclosure Letter, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of Bay Peak taken as a whole.

Related to Bay Peak

  • Off-Peak means, in relation to any Passenger Service, the period of time outside of the Peak;

  • Distribution Company means a distribution company as defined in Section 1 of Chapter 164 of the Massachusetts General Laws.3

  • Defined Contribution Plan A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant's account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. Solely for purposes of the limitations of Part 2 of this Article III, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Code Section 415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)).

  • Operating Company means an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c) of the Plan Asset Regulations.

  • Production company means a person or entity engaged in the business of making motion picture, television, or radio images for theatrical, commercial, advertising, or education purposes; Reserved

  • Gas company means any person distributing gas within the corporate limits or authorized and proposing to so engage.

  • Keystone means Keystone Underwriting Pty Ltd ABN 78 601 944 763 as Corporate Authorised Representative (No. 000468712) of Keystone Underwriting Australia Pty Ltd ABN 59 634 715 674 AFSL 518224 which is acting on behalf of Underwriters.

  • GP means Gottbetter & Partners, LLP.

  • Seller 401(k) Plan has the meaning set forth in Section 6(e) below.

  • Western means the Board of Trustees of Western Michigan University and the administrative agents of said Board.

  • Transportation Company means any organization which provides its own or its leased vehicles for transportation or which provides freight forwarding or air express services.

  • Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.

  • DCP means disclosure controls and procedures;

  • Acquisition Corp. shall have the meaning given to such term in the preamble to this Agreement.

  • Net Energy The total quantity of electric energy (measured in kilowatt hours) produced by the Facility over a given time period and delivered to the Point of Interconnection, as measured by the revenue meter. "Net Energy" the equivalent of "Actual Output."

  • Defined Contribution Plan Fraction for a Limitation Year shall mean a fraction, (A) the numerator of which is the sum of the Participant's Annual Additions under all defined contribution plans (whether or not terminated) maintained by the Employer for the current year and all prior Limitation Years (including annual additions attributable to the Participant's nondeductible employee contributions to all defined benefit plans (whether or not terminated) maintained by the Employer), and (B) the denominator of which is the sum of the maximum aggregate amounts for the current year and all prior Limitation Years with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). "Maximum aggregate amounts" shall mean the lesser of (I) the product of 1.25 (or such adjustment as required under Section 12.4) and the dollar limitation in effect under Section 415(c)(1)(A) of the Code, adjusted as prescribed by the Secretary of the Treasury under Section 415(d) of the Code, or (II) the product of 1.4 and the amount that may be taken into account under Section 415(c)(1)(B) of the Code; provided, however, that the Committee may elect, on a uniform and nondiscriminatory basis, to apply the special transition rule of Section 415(e)(7) of the Code applicable to Limitation Years ending before January 1, 1983 in determining the denominator of the Defined Contribution Plan Fraction. If the Employee was a Participant as of the end of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the defined benefit fraction would otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of (1) the excess of the sum of the fractions over 1.0 times (2) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and conditions of the Plan made after May 5, 1986, but using the Section 415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987. The annual addition for any Limitation Year beginning before January 1, 1987, shall not be recomputed to treat all Employee contributions as Annual Additions.

  • Partnership Percentage means the percentage share of each Partner in the Net Income or Net Loss of the Partnership. The Partners’ initial Partnership Percentages shall be proportionate to the Partners’ initial Capital Contributions to the Partnership. Thereafter, subject to Section 1.68(g), such Partnership Percentages shall be adjusted only to reflect a disproportionate Capital Contribution by one or more Partners or a disproportionate distribution to one or more Partners, with disproportion being determined in accordance with Sections 4.2(a) and 4.5(b), except as set forth in Section 1.68(f).