Close Corporation Agreement Sample Clauses

Close Corporation Agreement. This Agreement is a close corporation agreement governed by Section 1701.591 of the Ohio Revised Code. In the event of any conflict between the terms and conditions of this Agreement and any provisions of the Articles of Incorporation or the Code of Regulations of the Corporation, the terms and conditions of this Agreement shall supersede and control.
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Close Corporation Agreement. 5 Section 2.01 Close Corporation Agreement.......................... 5 ARTICLE THREE Corporate Governance................................. 6
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Close Corporation Agreement. This Agreement is to be a close corporation instrument governed by Section 1701.591 of the Ohio Revised Code, and is a close corporation agreement as that term is defined in Section 1701.01(X) of the Ohio Revised Code. This Agreement shall regulate aspects of the internal affairs of the Coating Company and the relations of the Shareholders, Directors and Officers of the Coating Company between themselves to the extent set forth herein and, if the Articles or Regulations of Coating Company shall be inconsistent with this Agreement, such inconsistent provision of the Articles and the Regulations shall be suspended during the term of this Agreement and the provisions of this Agreement shall be controlling. To the extent not inconsistent with the provisions of this Agreement, the Articles and Regulations of the Coating Company, as amended from time to time, shall regulate aspects of the internal affairs of the Coating Company and the relations of the Shareholders and Directors of the Coating Company among themselves.
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Close Corporation Agreement. This is a Close Corporation Agreement as described in Ohio Revised Code ("ORC") Section 1701.591(A) and the Agreement and the Corporation shall be governed by the provisions of ORC, Section 1701.591. The Corporation shall be deemed to be a "close corporation" as contemplated by ORC, Section 1701.591. This Agreement shall be entered in the minutes of the proceedings of the shareholders of the Corporation and shall be subject to the provisions of Section 1701.591(D) of the ORC.
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Close Corporation Agreement. .. 5 Section 2.01. Termination of Old Close Corporation Agreement ................ 5 Section 2.02. Close Corporation Agreement ................................... 5 Section 2.03. Delegation of Power by the Shareholders ....................... 5 Section 2.04.
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Close Corporation Agreement. Such Shareholder is in compliance with all terms of the Close Corporation Agreement, has been in compliance with such terms since becoming a party to the Close Corporation Agreement and will remain in compliance with such terms upon the consummation of the transactions contemplated under this Agreement.
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Close Corporation Agreement between Seller, USSC and Buyer, which shall be terminated as of the Closing Date pursuant to the Termination and Release Agreement;
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Close Corporation Agreement 
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Related to Close Corporation Agreement

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Voting Agreement Stockholder hereby agrees with Parent that, at any meeting of Company's stockholders, however called, and any adjournment or postponement thereof, or in connection with any written consent of Company's stockholders, Stockholder shall vote any Shares with respect to which Stockholder has voting power (i) in favor of approval of the Merger and the Merger Agreement and any actions recommended by the Board of Directors of Company that are required in furtherance of the transactions contemplated thereby; provided that Stockholder shall not be required to vote for any action that would decrease the number of shares of Parent Common Stock to be received by the stockholders of Company in respect of their shares of Company capital stock in the Merger; (ii) against any proposal to authorize any action or agreement that would result in a breach in any respect of any representation, warranty, covenant, agreement or obligation of Company under the Merger Agreement or that would prevent the consummation of the Merger; (iii) against: (A) any proposal by Company to enter into or consent to any Third Party Acquisition (as defined below); (B) any change in the individuals who, as of the date hereof, constitute the Board of Directors of Company (except as contemplated by the Merger Agreement); (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Company and any Third Party (as defined below), other than the Merger; (D) a sale, lease, transfer or disposition of all or substantially all of the assets of Company's business outside the ordinary course of business, or of any assets that are material to its business whether or not in the ordinary course of business, or a reorganization, recapitalization, dissolution or liquidation of Company; (E) any amendment of Company's Certificate of Incorporation or bylaws, except as contemplated by the Merger Agreement; and (F) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement; and (iv) in favor of any proposal to grant Company's management discretionary authority to adjourn any meeting of Company's stockholders for the purpose of soliciting additional proxies in the event that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Company Common Stock present or represented and voting in favor of the Merger is insufficient to approve the Merger.

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • Designation Agreement Section 6045(e) of the United States Internal Revenue Code and the regulations promulgated thereunder (herein collectively called the “Reporting Requirements”) require an information return to be made to the United States Internal Revenue Service, and a statement to be furnished to Seller, in connection with the Transaction. Escrow Agent is either (x) the person responsible for closing the Transaction (as described in the Reporting Requirements) or (y) the disbursing title or escrow company that is most significant in terms of gross proceeds disbursed in connection with the Transaction (as described in the Reporting Requirements). Accordingly:

  • Amended and Restated Certificate of Incorporation The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Certificate of Incorporation.

  • Governing Agreement The Assigned Transaction and the Confirmation shall form a part of, and be subject to, the ISDA Master Agreement dated as of September 29, 2006, as amended or supplemented from time to time (the "New Master Agreement"), between Assignee and Remaining Party. The Confirmation shall form a part of, and be subject to, the New Master Agreement.

  • Amended and Restated Trust Agreement This Trust Agreement is the amended and restated trust agreement contemplated by the Trust Agreement dated as of [___], 20[___], between the Depositor and the Owner Trustee (the “Initial Trust Agreement”). This Trust Agreement amends and restates in its entirety the Initial Trust Agreement.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively:

  • INVESTMENT MANAGEMENT AGREEMENT Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.

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