Winfield Group definition

Winfield Group means John V. Winfield, his heirs, personal representatives and family trusts created and controlled by Mr. Winfield, any individual retirement accounts held by Mr. Winfield, Santa Fe Financial Corporation, Portsmouth Square, Inc., and InterGroup Corporation, and any Affiliates of Mr. Winfield; provided, that the Winfield Group shall also include all transferees and assigns of the Winfield Group at any time that a default has occurred under Section 4.2 of the Purchase Agreement and such default has not been cured pursuant to Section 5.13(b) of the Purchase Agreement.
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Winfield Group means John V. Winfield, his heirs, personal representatives, entities and family trusts created and controlled by Mr. Winfield, any individual retirement accounts held by Mr. Winfield, Santa Fe Financial Corporation, Portsmouth Square, Inc. and InterGroup Corporation.
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Examples of Winfield Group in a sentence

  • Winfield and the Board Nominee shall have been elected as a member of the Board pursuant to Section 10(a), and as long as the Winfield Group shall have continuously held at least 25% of the Parity Securities Originally Issued from the date of such election through the December 31 immediately preceding each meeting of stockholders of the Corporation at which directors are to be re-elected, then the Corporation shall take or cause to be taken any and all actions so that John V.

  • Such right shall terminate immediately at such time as the Winfield Group ceases for any reason to hold at least 25% of the Parity Securities Originally Issued.

  • Winfield, the Board Nominee and the Winfield Group shall provide prompt written notice at such time as any event occurs of which they are aware that would reasonably be expected to terminate the obligation of the Corporation to nominate or renominate John V.

  • Each of Northern Xxxxxxxx, InterGroup, Santa Fe, Portsmouth, DWC and Winfield hereby agrees and acknowledges that after giving effect to the Conversion, the Winfield Group (as defined in the Charters) shall have no further special voting rights or Board representation rights.

  • A majority of the holders of the Shares, including the Winfield Group, have indicated their intention to authorize the amendments described in this notice.

  • As part of the exchange, the Company has agreed to indemnify the Winfield Group for any amounts as part of the exchange that are determined to be taxable as ordinary income to each member of the Winfield Group.

  • Business is has first step towards filing successfully with the Secretary of State.

  • Tax Indemnification On October 20, 2010, the Company exchanged all of its senior secured convertible and senior indebtedness owed to members of the Winfield Group, shareholders of the Company, for newly created Series A-1 preferred stock.

Related to Winfield Group

  • Brookfield Group means Brookfield and any Affiliates of Brookfield, other than any member of the BREP Group;

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

  • Related Entities means contractors and subcontractors of a Party at any tier; grantees, investigators, customers, and users of a Party at any tier and their contractors or subcontractor at any tier; or, employees of the Party or any of the foregoing.

  • GVWR means gross vehicle weight rating.

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

  • Client Group means Client, any corporate body of which Client is a subsidiary (as defined by s. 1159 of the Companies Act 2006), any other subsidiary of such corporate body and any subsidiary of Client;

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

  • 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).

  • Company Entities means the Company and the Company Subsidiaries.

  • Related Group For Loan Group 1, Group 1 and for Loan Group 2, Group 2.

  • ATS means an alternative trading system, as defined in Rule 300(a)(1) of Regulation ATS under the Exchange Act.

  • CHS means Code Xxxxxxxx & Xxxxxxx IV LP, a Delaware limited partnership.

  • Dte. GHS means Directorate General and Health Services, MOH&FW.

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

  • Supplier Group means the Supplier, its Affiliated Companies, its subcontractors and its and their respective employees, officers, directors, representatives, agents and invitees.

  • SAP Group means SAP Parent and any of its Associated Companies.

  • DMC means “Details Marks Certificate”

  • Related Companies means the companies within the meaning of Article L. 225-197-2 of the French Commercial Code or any provision substituted for same.

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

  • Group Companies means the Company and its Subsidiaries.

  • Member of the clergy means a clergyman or practitioner of any religious denomination accredited by the religious body to which he or she belongs.

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

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

  • 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.

  • Employer Group means the Corporation and any Parent or Subsidiary and any other corporation or business controlled by, controlling or under common control with, the Corporation, as determined in accordance with Sections 414(b) and (c) of the Code and the Treasury Regulations thereunder, except that in applying Sections 1563(1), (2) and (3) of the Code for purposes of determining the controlled group of corporations under Section 414(b), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase appears in such sections and in applying Section 1.414(c)-2 of the Treasury Regulations for purposes of determining trades or businesses that are under common control for purposes of Section 414(c), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase appears in Section 1.4.14(c)-2 of the Treasury Regulations. Any such determination as to Separation from Service, however, shall be made in accordance with the applicable standards of the Treasury Regulations issued under Section 409A of the Code.

  • Partnership Group Member means any member of the Partnership Group.