AUTHENTIDATE HOLDING CORP Sample Clauses

AUTHENTIDATE HOLDING CORP. This Cross Reference Sheet shows the location in the Indenture of the provisions inserted pursuant to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: Section 310 (a) (1) 6.9 (a) (2) 6.9 (a) (3) 6.9 (a) (4) Not Applicable (a) (5) 6.9 (b) 6.8, 6.10 (c) Not Applicable Section 311 (a) 6.13 (b) 6.13 (c) Not Applicable Section 312 (a) 7.1, 7.2 (b) 7.2 (c) 7.2 Section 313 (a) 7.3 (b) 7.3 (c) 7.3 (d) 7.3 Section 314 (a) (1) 7.4 (a) (2) 7.4 (a) (3) 7.4 (a) (4) 1.1, 10.4 (b) Not Applicable (c) (1) 1.3 (c) (2) 1.3 (c) (3) Not Applicable (d) Not Applicable (e) 1.3 Section 315 (a) 6.1 (b) 6.2 (c) 6.1 (d) 6.1 (e) 5.14 Section 316 (a) 1.1 (a) (1) (A) 5.2, 5.12 (a) (1) (B) 5.13 (a) (2) Not Applicable (b) 5.8 (c) 1.5 Section 317 (a) (1) 5.3 (a) (2) 5.4 (b) 10.3
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AUTHENTIDATE HOLDING CORP. December 10, 2014 To: Each of the persons or entities listed on Schedule A hereto (the “Group” or “you”) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Lazarus Nominee to the Board of Directors (the “Board”) of Authentidate Holding Corp. (the “Company”) pursuant to that certain Board Nomination Agreement, dated as of December 10, 2014, among the Company and the Lazarus Group (the “Nomination Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Nomination Agreement. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, the Lazarus Nominee may, if and to the extent he or she desires to do so, disclose information he or she obtains while serving as a member of the Board to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Representatives”), you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries or affiliates that is furnished to you or your Representatives (regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise) by either (i) any Lazarus Nominee, (ii) the individual nominated by Lazarus Investment Partners LLLP and elected to the Board of the Company in accordance with the terms of the Board Nomination and Observer Agreement between the Company and Lazarus Investment Partners LLLP, dated as of September 25, 2012 (such person being the “Prior Lazarus Nominee”), or (iii) by or on behalf of the Company, together with any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation Material”), in accordanc...
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Related to AUTHENTIDATE HOLDING CORP

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • SUCCESSOR TO THE HOLDING COMPANY The Holding Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Institution or the Holding Company, expressly and unconditionally to assume and agree to perform the Holding Company's obligations under this Agreement, in the same manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Holdings The term "Holdings" shall have the meaning set forth in the preface.

  • Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.

  • Holding Companies (a) In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, the ABL Loan Documents, the Second Lien Loan Documents, any Specified Refinancing Debt or any Specified Second Lien Refinancing Debt, (ii) incur any Indebtedness (other than (x) the First Lien Obligations, the ABL Obligations and the Second Lien Obligations, (y) intercompany Indebtedness incurred in lieu of Restricted Payments permitted under Section 7.06 and Indebtedness of the type described in Sections 7.03(i) through (m) (other than Section 7.03(k)(B)), 7.03(o) and 7.03(p) and (z) Guarantees of Indebtedness permitted by Section 7.03(n), (s), (t), (u) or (v)), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document, any ABL Loan Document or any Second Lien Loan Document, Permitted Other Indebtedness Liens, Specified Refinancing Liens, Specified Second Lien Refinancing Liens or non-consensual Liens arising solely by operation of law); or (iv) make any Investments (other than (x) Investments in the Borrower or its Restricted Subsidiaries (including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section 7.02) or (y) Investments of the type permitted by Section 7.02(a), (b), (h), (k) or (m).

  • Investment and Holding Company Status Neither the Borrower nor any of its Subsidiaries is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

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