Examples of Xxxxx Participants in a sentence
To the extent that Chardan recovered Indemnity Payments for the Indemnified Loss Event resulting in the Reverse Indemnity from the Xxxxx Participants, the FlatWorld Participants and the Company, any amounts to be paid to such parties as a result of the Reverse Indemnity shall be shared among the Xxxxx Participants, the FlatWorld Participants and the Company, on a pro rata basis, in accordance with the amount of the original Indemnity Payment made by them with respect to that Indemnified Loss Event.
In furtherance of the foregoing, unless otherwise consented to by the Xxxxx Participants and the Board of Managers in writing in their sole discretion, no Member shall Transfer a Unit or interest therein if such Transfer would cause the Company to not satisfy one or more safe harbor provisions of Treasury Regulations Section 1.7704-1 including Sections 1.7704-1(e), (1), (g), (h) and (j), relating to publicly traded partnerships.
All other Transaction Documents not mentioned above shall have been fully executed and delivered by each party thereto; provided that the failure to have satisfied this condition shall not be due to the actions or inactions of the Xxxxx Participants or their Affiliates (as of the date of the Master Agreement).
The Existing Shareholders will not agree to any amendments to the Private Placement Warrants without the consent of the Xxxxx Participants.
For so long as the Xxxxx Participants beneficially own Membership Interests comprising at least five (5%) percent of the outstanding Membership Interests of the Company, the Xxxxx Participants shall have the right to appoint one Manager to the Board of Managers.
Any dispute under Section 5(d) will be submitted for final and binding resolution to an independent third party accounting firm (the “Arbitrator”) selected by the Xxxxx Participants, on one hand, and the FlatWorld Participants on the other hand, in good faith.
The determination of the Arbitrator shall be final and binding on the Xxxxx Participants and the FlatWorld Participants.
Each Existing Shareholder will, by executing this Agreement, agree that such agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of Agent and the Xxxxx Participants and shall survive the death, incapacity, or bankruptcy of such Existing Shareholder.
By: Date Name: Xxxxx Xxxxxx Title: Agent & Attorney-In-Fact Vladin, LLC (Tract 2) Date Name: Title: Federal Abstract Company (Tract 3) Date Name: Title: Xxxxx Participants, Ltd.
He may execute any documents in the name of the Company and shall have such other powers and duties as may be prescribed by the Board of Managers; provided, however, that, in the event that the members of the Board of Managers not nominated by the Xxxxx Participants determine in good faith by majority vote that Xxxxx X.