Best Interests of the Company Sample Clauses

Best Interests of the Company a. At all times during the continuance of this Agreement the Employee shall use his best endeavors to promote and protect the interests of the Company (and any sister Company) and shall faithfully and diligently perform such duties and exercise such powers as may from time to time be assigned to or vested in the Employee and shall not do anything that is or could be harmful to the Company or any sister Company.
Sample 1
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Best Interests of the Company. If (A) the Company has reached an agreement, including an agreement in principle, with respect to a Sale of the Company and such Sale of the Company has not subsequently been terminated or abandoned, and (B) the Committee determines, in its sole discretion, that the best interests of the Company and its shareholders would be served by delivery of some or all of the Net Shares on a date prior to the Pre-Sale Date or other Normal Delivery Date, the Committee may, in its sole discretion, at any time after making such determination and with or without the request or consent of Executive, elect to accelerate delivery of some or all of such Net Shares, whether such are deliverable to Executive or to any one or more Transferees, to a date of the Committee’s choosing that is prior to the Pre-Sale Date or other Normal Delivery Date. Any determination by the Committee to accelerate delivery under this subsection (I) shall be final and binding upon Executive and any affected Transferee(s) and, if the Committee so elects, may be made subject to the satisfaction of one or more conditions as specified by the Committee. Any determination by the Committee under this subsection (I) that acceleration of delivery of any Net Shares would be in the best interests of the Company and its shareholders shall not include any consideration of or be based in any way upon Executive’s preference for such acceleration or the fact that such acceleration is likely to be of direct benefit to Executive. The Committee shall give Executive and any affected Transferee(s) notice of any determination to accelerate delivery under this subsection (I) at least ten (10) days prior to the date to which delivery is accelerated pursuant to such determination.
Sample 1
Best Interests of the Company. The Borrower has determined as of the date hereof by virtue of its entering into the transactions contemplated hereby, that its incurrence of liability hereunder and its execution and delivery of the Loan Documents in respect of its liability hereunder (i) is in its own best interests, (ii) does not leave it unable to pay its debts as they become due in the ordinary course of business, (iii) will not leave it with debts which cannot be paid from the present saleable value of its property, and (iv) will not render it insolvent within the meaning of Section 101(32) of the United States Bankruptcy Code and Section 271 of the New York Debtor and Creditor Law. Each of the Guarantors has determined as of the date hereof by virtue of entering into the transactions contemplated hereby, that its incurrence of liability hereunder and its execution and delivery of the Loan Documents in respect of its liability hereunder complies with subclauses (i) and (ii) of the preceding sentence (modified so that “it” and “its” refers to each such Guarantor respectively).
Sample 1

Related to Best Interests of the Company

  • Rights of the Company The Company shall not be required to (i) transfer on its books any Purchased Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Purchased Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom Purchased Shares have been transferred in contravention of this Agreement.

  • Certificates of the Company The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to any Collateral Agreements, (i) all documents required by TIA §314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §314(d). The Trustee may, to the extent permitted by Sections 8.01 and 8.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

  • Subsidiaries; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Liability of the Holders of the Certificates The Holders of the Certificates shall be jointly and severally liable directly to and shall indemnify any injured party for all losses, claims, damages, liabilities and expenses of the Trust and the Owner Trustee (including Expenses, to the extent not paid out of the Owner Trust Estate); provided, however, that the Holders of the Certificates shall not be liable for payments required to be made on the Bonds or the Certificates, or for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Bondholder in the capacity of an investor in the Bonds. The Holders of the Certificates shall be liable for and shall promptly pay any entity level taxes imposed on the Trust. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the second preceding sentence for which the Holders of the Certificates shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Holders of the Certificates under this paragraph shall be evidenced by the Certificates.

  • Agreements of the Company The Company agrees with the several Underwriters as follows:

  • 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.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

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