Apollo Sample Clauses

Apollo may take possession of the Vehicle without prior demand to You, and at Your expense, if there has been a Substantial Breach of this Agreement. In such circumstances You irrevocably authorise Apollo, its employees and agents to enter any property where the Vehicle is situated and You indemnify Apollo, its employees and agents to the extent permitted by law from claims by any person resulting from such entry and retaking of the Vehicle.
Apollo. Each Apollo Holder hereby irrevocably appoints Apollo Management VI as of the date hereof, with power of designation and assignment as its true and lawful attorney-in-fact and agent with full power of substitution, to act solely and exclusively on behalf of, and in the name of, such Apollo Holder, with the full power, without the consent of such Apollo Holder, as applicable, to exercise in its sole discretion as Apollo Management VI deems appropriate, the powers that such Apollo Holder could exercise hereunder with respect to all of its rights and obligations hereunder and to take all actions with respect thereto necessary or appropriate in the judgment of Apollo Management VI in connection with this Agreement. The Company and any Historic Holder shall be entitled to rely exclusively upon and deal exclusively with Apollo Management VI on behalf of any and all Apollo Holders with respect to all matters relating to this Agreement and the transactions contemplated hereby, and shall be entitled to rely conclusively upon any notices, documents, instructions and other acts of Apollo Management VI relating to the Apollo Holders’ rights and obligations hereunder as being legally binding acts of each Apollo Holder individually and collectively. No Apollo Holder shall have any cause of action against the Company or any Historic Holder for any action taken or omitted to be taken by the Company or any Historic Holder, as applicable, in reliance upon the written instructions or decisions of Apollo Management VI. The Company and any Historic Holder shall deliver any notice or document required or permitted hereunder to be delivered to Apollo or an Apollo Holder to Apollo Management VI.
Apollo. Type of Interests Number of Interests Contribution Value of Contribution ----------------- ------------------- ------------ --------------------- Class A 10,000 Cash $40,000,000 Interests Total: 10,000 $40,000,000 New Valley: ---------- Type of Interests Number of Interests Contribution Value of Contribution ----------------- ------------------- ------------ --------------------- Class B 1,400 Expenditures Interests as set forth $10,000,000 in Section 2.4(d) and Cash Total: 1,400 $10,000,000 BrookeMil: ---------- Type of Interests Number of Interests Contribution Value of Contribution ----------------- ------------------- ------------ --------------------- Class C 6,381 Promissory Note $ 45,980,553 Interests for Interests in the Russian LLC (for Ducat Place II) 2,219 Promissory Note $ 15,985,954 for Interests in the Russian LLC (for Ducat Place III) Total: 8,600 $ 61,966,507 Total for all ------------- Members: 20,000 $111,966,507 -------
Apollo. Type of Interests Number of Interests Contribution Value of Contribution ----------------- ------------------- ------------ --------------------- Class A 3,186 $9,000,000 in Cash $9,000,000 Interests 3,895 Conversion of $11,000,000 Apollo Loan Total Since 7,086 $20,020,000 Initial Closing: New Valley: ----------- Type of Interests Number of Interests Contribution Value of Contribution ----------------- ------------------- ------------ --------------------- Class B 700 Expenditures $5,000,000 Interests as set forth in Section 2.4(d) Total Since 705 $5,005,000 Initial Closing: BrookeMil: ---------- Type of Interests Number of Interests Contribution Value of Contribution ----------------- ------------------- ------------ --------------------- Class C 6,381 Promissory Note $45,980,553 Interests for Interests in the Russian LLC (for Ducat Place II) Total Since 6,381 $45,980,553 Initial Closing: Total for All ------------- Members Since 14,172 $71,005,553 ------------- Initial Closing: --------------- The entire amount of the Apollo Loan (including the principal and any interest accrued thereon) shall be converted into the Class A Interests at the Initial Subsequent Closing, to be credited as a contribution by Apollo in the amount of $11,000,000 towards the aggregate subscription amount set forth in Section 2.4(a), which contribution, upon such conversion, shall be considered made for the purposes of this Agreement as of the Initial Closing Date. For the avoidance of doubt, upon the conversion of the Apollo Loan into the Class A Interests as set forth herein, the Apollo Loan shall be terminated and no payment of principal, interest or any other amounts shall be due thereon.
Apollo. Type of Interests Number of Interests Contribution Value of Contribution ----------------- ------------------- ------------ --------------------- Class A 5 Cash $20,000 Interests New Valley: ----------- Type of Interests Number of Interests Contribution Value of Contribution ----------------- ------------------- ------------ --------------------- Class B 5 Expenditures $ 5,000 Interests Total Interests Issued: 10 $25,000 At the Initial Closing, Apollo made a loan of $11,000,000 to the Company (the "Apollo Loan") which was represented by a promissory note in favor of Apollo dated February 27, 1998 (the "Promissory Note") which Promissory Note was secured by the pledge of 99.1% of the outstanding shares of the capital stock of BrookeMil under a pledge agreement between Apollo and New Valley dated as of February 27, 1998 (the "Pledge Agreement"). The entire amount of the Apollo Loan was disbursed to the order of the Company by wire transfer in immediately available funds to the account specified in such wire instructions on the Initial Closing Date.
Apollo. Type of Interests Number of Interests Contribution Value of Contribution ----------------- ------------------- ------------ --------------------- Class A 10,000 Cash $18,750,000 Interests New Valley: ----------- Type of Interests Number of Interests Contribution Value of Contribution ----------------- ------------------- ------------ --------------------- Class B 10,000 Expenditures $6,250,000 Interests as set forth in Section 2.4(c) and Cash
Apollo. The Corporation shall grant Apollo and its affiliates an irrevocable waiver from the Corporation’s excess share provision set forth in its Articles of Incorporation at a level not less than the percentage required to enable Apollo to have all of its units of limited partnership interest in the MLP owned upon consummation of the IPO redeemed for shares of the Corporation’s common stock (determined in accordance with Paragraph 5e), or such lesser amount as is required from time to time under applicable rules of the Internal Revenue Code, provided that no one equityholder of Apollo is deemed to own more than 8.9% of the outstanding common stock of the Corporation. Apollo shall receive at the closing of the IPO an opinion of counsel to the Corporation with respect to the valid, binding and enforceable nature of the waiver.
Apollo. Except as contemplated by Paragraph 1b and as provided in Paragraph 4e, Apollo shall not be permitted to sell, transfer, pledge, redeem or otherwise dispose of its units in the MLP for a period of one-year from the date of the IPO; provided, however, Apollo shall be permitted to pledge its MLP units and/or shares of common stock in the Corporation in connection with a loan to have a principal amount no greater than 35% of the value of all shares of the Corporation’s common stock and MLP units (based on the IPO price of the Corporation’s common stock) held by Apollo.