Spell Group definition

Spell Group means a group comprised of Xxxxxxx X. Xxxxx and one or more of Xxxxx X. Xxxxx, Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxxxxx Xxxxx and Xxxxxx West.
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Spell Group means (x) Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxx, and any of their spouses or any family trust which is controlled by either of the foregoing, (y) Xxxxxx West and Xxxxx Xxxxxxx, and (z) Xxxxx Xxxxx, Xxxxx Xxxx, Xxxx Xxxx and Xxxx Xxxxxxx so long as they are employed by the Company.
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Spell Group has the meaning given to such term in the Note Purchase Agreements, as in effect on the date hereof.
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Examples of Spell Group in a sentence

  • Either (i) the Spell Group shall cease to own and control, beneficially, at least ten percent (10%) of the issued and outstanding capital stock of Borrower, on a fully diluted basis after giving effect to the exercise of all options and warrants or (ii) a Change of Control occurs.

  • The additional tag-along rights provided by this Section 6.3(c) shall be exercised by any Holder within ten (10) Business Days following the date of the giving of the supplementary notice by such member of the Spell Group by delivery of written notice indicating its desire to exercise its additional rights under this Section 6.3(c) and the number of shares such Holder wishes to Transfer, if less than the number which such Holder is entitled to Transfer under Section 6.3(a) and this Section 6.3(c).

  • Any Transfer of Common Stock by any member of the Spell Group ( a majority-controlled Affiliate or Family Group member of such Spell Group Member, as the case may be) shall not be consummated until (and shall be void ab initio unless) the provisions of this Section 6.3 shall have been complied with.

  • The term "Exempt Sale" shall mean the sale of Common Stock by the estate of any person included in the Spell Group following the death of such person.

  • If at any time prior to a proposed Transfer such member of the Spell Group wishes to Transfer a greater number of shares than that originally proposed, such member of the Spell Group shall notify each Holder immediately of the additional number of shares being proposed for Transfer.

  • Spell, Richard Perkins and Bruce Richard and their respective Related Parties; provided that the Spell Group shall at all times include either Harry W.

  • Any Holder may exercise its rights under Section 6.3(a) by delivering at least 5 Business Days prior to the end of such 20-Business-Day period, a written notice to such member of the Spell Group indicating the desire of such Holder to exercise its rights under this Section 6.3 and the number of shares such Holder wishes to Transfer, if less than the number which the Holder is entitled to Transfer under Section 6.3(a).

  • Except as expressly permitted by Section 8.3 of the Securities Purchase Agreement, the Company shall not, and shall not permit any of the Subsidiaries to, enter into any transaction with any Affiliate of the Company (including without limitation, any member of the Spell Group), except in the ordinary course of business on terms no less favorable to the Company or such Subsidiary than would obtain in a comparable arm's-length transaction with an unrelated third party.

  • If at any time prior to a proposed Significant Transfer such member of the Permitted Spell Group wishes to Transfer a greater number of shares than that originally proposed, such member of the Permitted Spell Group shall notify each Holder immediately of the additional number of shares being proposed for Transfer.

  • Notwithstanding the foregoing, the term "Fundamental Change" shall not include the election of new directors of the Corporation on the date of that special stockholders meeting held in accordance with Section 3.10 of that certain Stockholders' Agreement among the Corporation, CONDEA Vista Company, and the Spell Group.


More Definitions of Spell Group

Spell Group means collectively (i) Xxxxxxx X. Xxxxx and (ii) Xxxxx X.
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Spell Group is defined in the heading of this Agreement.
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Spell Group means William H. Spell, Harry W. Spell, Bruce A. Richard and Richard W. Pxxxxxx.
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Spell Group means collectively Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, any of their spouses or any family trust which is controlled by any of the foregoing. Statutory Reserves - a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including, without limitation, any marginal, special, emergency or supplemental reserves), expressed as a decimal, established by the Board and any other banking authority to which Bank or Lender is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board or any successor thereto). Such reserve percentages shall include, without limitation, those imposed under such Regulation D. LIBOR Portions shall be deemed to constitute Eurocurrency Liabilities and as such shall be deemed to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to bank or Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage, provided that no adjustment shall reduce Statutory Reserves below the amount in effect on the Closing Date. At the Borrower's request, the Lender shall provide Borrowers with Lender's calculations of Statutory Reserves.
Sample 1
Spell Group means collectively Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, G. Xxxxx Xxxxx, Xxxxx Xxxxxxx any of their spouses or any family trust which is controlled by any of the foregoing. Statutory Reserves - a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including, without limitation, any marginal, special, emergency or supplemental reserves), expressed as a decimal, established by the Board and any other banking authority to which Bank or Lender is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board or any successor thereto). Such reserve percentages shall include, without limitation, those imposed under such Regulation D. LIBOR Portions shall be deemed to constitute Eurocurrency Liabilities and as such shall be deemed to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to bank or Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage, provided that no adjustment shall reduce Statutory Reserves below the amount in effect on the Closing Date. At Borrower's request, the Lender shall provide Borrower with Lender's calculations of Statutory Reserves.
Sample 1
Spell Group has the meaning given to such term in the Warrant Agreement.
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Related to Spell Group

  • DBS Group means any of DBS’s subsidiaries, DBS’s holding company and any subsidiaries of DBS’s holding company;

  • Other Founding Companies means all of the Founding Companies other than the Company.

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Promoter Group means such persons and entities constituting the promoter group as per Regulation 2(1)(pp) of the SEBI ICDR Regulations.

  • Sponsor Group means the Sponsors and the Sponsor Related Parties.

  • Corporate Group means the Corporation and its Subsidiaries treated as a single consolidated entity.

  • Founding Companies has the meaning set forth in the third recital of this Agreement.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Control Group means the Company and its Affiliates.

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

  • Minority Group means any of the following racial or ethnic groups:

  • Parent Group has the meaning set forth in Section 8.03(c).

  • Participating Company Group means, at any point in time, all corporations collectively which are then Participating Companies.

  • Participating Companies means any insurance company (including Insurance Company) that offers variable annuity and/or variable life insurance contracts to the public and that has entered into an agreement with one or more of the Funds.

  • Service Group means any one or more (as the context may require) of the service groups described in this Schedule;

  • group of companies means a holding company and all of its subsidiaries;

  • Material Group Company means the Issuer or a Subsidiary representing more than 10.00 per cent. of either (i) the total assets of the Group on a consolidated basis (for the avoidance of doubt, excluding any intra-group transactions) or (ii) the EBITDA of the Group on a consolidated basis according to the latest Financial Report.

  • Combined Group means a group of corporations or other entities that files a Combined Return.

  • Top Paid Group means the top 20 percent of Employees who performed services for the Employer during the applicable year, ranked according to the amount of "415 Compensation" (determined for this purpose in accordance with Section 1.26) received from the Employer during such year. All Affiliated Employers shall be taken into account as a single employer, and Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased Employees are covered by a plan described in Code Section 414(n)(5) and are not covered in any qualified plan maintained by the Employer. Employees who are non-resident aliens and who received no earned income (within the meaning of Code Section 911(d)(2)) from the Employer constituting United States source income within the meaning of Code Section 861(a)(3) shall not be treated as Employees. Additionally, for the purpose of determining the number of active Employees in any year, the following additional Employees shall also be excluded; however, such Employees shall still be considered for the purpose of identifying the particular Employees in the Top Paid Group:

  • financial group means a group that consists of a legal person or legal arrangement exercising control and coordinating functions over the rest of the group for the application of group supervision under the Core Principles, and its branches and subsidiaries that are financial institutions as defined in section 27A(6) of the MAS Act or the equivalent financial institutions outside Singapore;

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

  • Restricted Group means, collectively the Company, its subsidiaries, the members of the Sponsor Group and their respective Affiliates.

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • Controlling Company shall have the meaning set forth in Section 10.02(a) of this Agreement.