COMPANY'S OWNERSHIP INTEREST Sample Clauses

COMPANY'S OWNERSHIP INTEREST. The Company will be the owner of record of the Policy and will endorse the right to designate the beneficiary (and contingent beneficiary) of and the settlement option for payment of the Death Benefit to the Sloane's or the Sloane's assignee. The Company agrees to complete, execute and file with the issuer of the Policy such forms of endorsement, designation of beneficiary or other documentation necessary to effectuate such endorsement as to the portion of the Policy death benefit equal to the Death Benefit (subject to the provisions of this Agreement). Unless Xx. Xxxxxx has irrevocably assigned his interest under the Policy, Xx. Xxxxxx will have the right to designate the beneficiary or beneficiaries and the settlement option for payment of such death benefits. The Company shall have sole ownership interest in that portion of the Policy's death benefit that is in excess of the amount endorsed to the Sloane's beneficiary or the beneficiary of the Sloane's assignee hereunder.
Sample 1
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COMPANY'S OWNERSHIP INTEREST. The Company will be the owner of record of the Policy and will endorse the right to designate the beneficiary (and contingent beneficiary) of and the settlement option for payment of the Death Benefit to the Executive or the Executive's assignee. The Company agrees to complete, execute and file with the issuer of the Policy such forms of endorsement, designation of beneficiary or other documentation necessary to effectuate such endorsement as to the portion of the Policy death benefit equal to the Death Benefit (subject to the provisions of this Agreement). Unless the Executive has irrevocably assigned his interest under the Policy, the Executive will have the right to designate the beneficiary or beneficiaries and the settlement option for payment of such death benefits. The Company shall have sole ownership interest in that portion of the Policy's death benefit that is in excess of the amount endorsed to the Executive's beneficiary or the beneficiary of the Executive's assignee hereunder. Except as provided herein, the Company may exercise all ownership rights under the Policy. Unless the vested amount of death benefit becomes zero in accordance with subsection (b)(i) next above, the Company will not exercise ownership rights in a way that will or could result in the reduction of the death benefits payable upon the death of the survivor of Executive or his Wife to the Executive's beneficiary or to Executive's assignee's beneficiary below the Death Benefit. In addition, the Company will not sell, assign, transfer, surrender or cancel the Policy, or take any other action with respect to the Policy that would be inconsistent with the Company's obligations under this Section 3 or that could reasonably be expected to jeopardize the payment of the Death Benefit to the Executive's beneficiary or the Executive's assignee's beneficiary hereunder (subject to the subsection (b)(i) above).
Sample 1

Related to COMPANY'S OWNERSHIP INTEREST

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Stockholder, and Parent and Merger Sub shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct Stockholder in the voting of any of the Shares, except as otherwise provided herein.

  • Ownership Interests The Borrower owns no interest in any Person other than the Persons listed in Schedule 8.4 hereto and additional Subsidiaries created or acquired after the Closing Date in compliance with Section 9.21 hereof.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • 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.

  • Ownership Interest, Etc The Servicer shall, at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) as the Administrator or any Purchaser Agent may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s security interest as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrator.

  • Partnership Interest Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding. Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Prior to the Closing, all liens disclosed on Schedule 5.34 will be paid in full. Upon the Closing, good, valid, marketable, and indefeasible title to such Transferor Partnership Interests shall be vested in the BRI Partnership free and clear of any lien, claim, charge, pledge, encumbrance, limitation, agreement or instrument whatsoever. The provisions of this Section 5.34 shall survive the Closing indefinitely.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

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