Examples of Majority Equityholder in a sentence
On or prior to the Closing Date, the NIMS Board shall take such action as required to approve, and NIMS shall file with the Department of State of the State of Florida, articles of amendment to NIMS’ Articles of Incorporation (the “Series A-1 Preferred Designation”), designating a new class of NIMS Preferred Stock as Series A-1 Preferred (“Series A-1 Preferred”), containing those terms set forth on Exhibit B and such other terms as NIMS and the Majority Equityholder shall mutually and reasonably agree.
Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Equityholders shall sell, convey, transfer, assign and deliver to NIMS (or a newly formed wholly owned subsidiary thereof as mutually determined by NIMS and the Majority Equityholder), free and clear of all Liens, all of the IXX Equity.
The Closing shall be held at such location as is agreed to by NIMS and the Majority Equityholder and, by such agreement, the Closing may take place by delivery of documents required to be delivered hereby by facsimile or other electronic transmission, including by email attachment.
Upon any resignation by or removal of such firm, the Majority Equityholder, on behalf of the Issuer, shall promptly appoint, by Issuer Order delivered to the Trustee, a successor thereto that shall also be a firm of Independent certified public accountants of recognized national reputation.
Any Opinion of Counsel also may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Authorized Officer of the Issuer or Majority Equityholder certifying as to the factual matters that form a basis for such Opinion of Counsel and stating that the information with respect to such matters is in the possession of the Issuer unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous.
The Majority Equityholder is the sole record and beneficial owner of all the IXX Trust Equity.
If, prior to the Closing Date, any such individual(s) is(are) unwilling or unable to serve in such officer position(s) as of the Closing Date, then the Majority Equityholder shall be entitled to appoint other individual(s) to serve in such officer position(s), and NIMS shall take all necessary corporate action to effect such appointments.
Subject to such individuals’ ability and willingness to so serve, NIMS shall take all necessary corporate action so that the Majority Equityholder and any other individuals designated in writing by the Majority Equityholder at any time prior to Closing be appointed to the NIMS senior executive officer positions specified by the Majority Equityholder, effective as of the Closing Date.
If the Majority Equityholder, on behalf of the Issuer, shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned or been removed, within 30 days after such resignation or removal, the Issuer shall promptly notify the Trustee of such failure in writing.
Subject to the terms of this Section 12.1, prior to an Equity Control Termination Event, the Majority Equityholder shall have the right to direct the Special Servicer pursuant to the Servicing Agreement to sell any Collateral Interest in accordance with the terms of the Servicing Agreement and subject to the Servicing Standard.