Royale Parties definition

Royale Parties means Royale, Parent, Royale Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent and Matrix Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent, together with each of their respective Subsidiaries.

Royale Parties means Royale, Parent, Royale Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent and Matrix Merger Sub, Inc., a 13 California corporation and a direct, wholly-owned Subsidiary of Parent, together with their respective Subsidiaries. “Royale Preferred Stock” means the Series AA Convertible Preferred Stock of Royale. “Royale Shares” means shares of capital stock of Royale Energy, Inc. a California corporation. “Royale Stockholder” means a holder of Royale Common Stock or Royale Preferred Stock. “Royale Stockholders Meeting” has the meaning set forth in Section 6.02(b). “SEC” has the meaning set forth in Section 6.02(a). “SEC Reports” has the meaning set forth in Section 5.06. “Securities Act” means the Securities Act of 1933, as amended. “Section 351 Plan” means the Section 351 Plan of Merger and Exchange in the form attached hereto as Exhibit D. “Series B Preferred Stock” has the meaning set forth in the recitals. “Shares” means Royale Shares or Matrix Shares or shares of capital stock of any Constituent Corporation as the context may require. “Stockholder” means a Matrix Stockholder, a Royale Stockholder or a Parent Stockholder, as the context shall require. “Subsidiary” means, when used with respect to any party, any corporation or other organization, whether incorporated or unincorporated, a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its subsidiaries, or by such party and one or more of its subsidiaries. “Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties. “Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, inclu...

Examples of Royale Parties in a sentence

• Except as set forth in Section 5.18 of the Disclosure Schedules: (a) All Tax Returns required to be filed on or before the Closing Date by the Royale Parties have been, or will be, timely filed.

• With respect to each Royale Benefit Plan, the Royale Parties have delivered to Royale true and complete copies of all plan documents and summary plan descriptions, the most recent determination letter (or opinion letter) received from the Internal Revenue Service, the most recent Form 5500 Annual Reports, and all related trust agreements associated with such Royale Benefit Plan.

• All pipelines owned or operated by the Royale Parties and their Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof and there are no gaps (including any gap arising as a result of any breach by a Royale Party or any of their Subsidiaries of the terms of any Rights of Way) in the Rights of way other than gaps that would not have and would not reasonably be expected to have a Royale Material Adverse Effect.

• All individuals characterized and treated by the Royale Parties as independent contractors or consultants are properly treated as independent contractors under all applicable Laws, except as would not reasonably be expected to have a Royale Material Adverse Effect.

• The Royale Parties have taken all commercially reasonable steps to maintain Royale Intellectual Property and to protect and preserve the confidentiality of all material trade secrets included in the Royale Intellectual Property, except as would not reasonably be expected to have a Royale Material Adverse Effect.

• The Royale Parties have not received any written notice of cancellation of or materially adverse alteration of coverage under, any of such Royale Insurance Policies.

• Other than Parent, Royale Merger Sub and Matrix Merger Sub, the Royale Parties have no Subsidiaries.

• At the Closing, all of those books and records will be in the possession of the Royale Parties.

• There are no outstanding or authorized stock appreciation, dividend equivalent, phantom stock, profit participation or other similar rights with respect to the Royale Parties or any of their securities.

• The minute books of the Royale Parties contain accurate and complete records of all meetings, and actions taken by written consent of, the Royale Stockholders, the Royale Board and any committees of the Royale Board, and no meeting, or action taken by written consent, of any such Royale Stockholders, Royale Board or committee has been held for which minutes have not been prepared and are not contained in such minute books.