Future Ownership Sample Clauses

Future Ownership. The Members hereby agree that this Agreement shall apply to any Membership Interest in the Company hereafter acquired by gift, purchase, devise, by the laws of descent and distribution, or acquired as a result of distributions, recapitalization, reissue, or in any other manner. This Agreement shall also apply to any rights that the Members might have to purchase additional Membership Interests, whether by preemptive rights or otherwise. It is the intent of the parties hereto that this Agreement shall be binding upon the respective heirs, successors, assigns, representatives, executors, administrators, guardians, guardians ad litem, trustees or trusts for any of the Members. Members hereto agree that the terms, conditions, provisions and agreements hereof shall be binding upon any receiver, trustee, debtor-in- possession or similar manager or agent in a bankruptcy or receivership proceeding. Notwithstanding any other provision of this Agreement, no purchaser of the Membership Interest of a Member may acquire such Membership Interest, and the purported transfer of the Membership Interest shall not be valid, unless the purchaser executes an amendment to this Agreement agreeing to be fully bound to this Agreement with respect to such purchased Membership Interest.
AutoNDA by SimpleDocs
Future Ownership. CRM Holdings hereby represents and warrants that following the consummation of all transactions contemplated by Articles I through III of this Agreement, in accordance with the terms and conditions of this Agreement, CRM Holdings will own of record and beneficially all of the issued shares of capital stock of CRM USA Holdings and Twin Bridges, and CRM USA Holdings will own of record and beneficially all of the issued membership interests in CRM, CRM CA and Eimar.
Future Ownership. The Shareholders hereby agree that this Agreement shall apply to the Stock and shall apply to any stock ownership in the Bank hereafter acquired by the Shareholders by gift, purchase, devise, by the laws of descent and distribution, or acquired by the Shareholders as a result of stock dividends, stock splits, recapitalization, reissue, or in any other manner. This Agreement shall also apply to any rights that the Shareholders might have to purchase additional shares, whether by preemptive rights or otherwise. It is the intent of the parties hereto that this Agreement shall be binding upon the respective heirs, successors, assigns, representatives, executors, administrators, guardians, guardians ad litem, trustees or trusts for any of the Shareholders. The Shareholders agree that the terms, conditions, provisions and agreements hereof shall be binding upon any receiver, trustee, debtor-in-possession or similar officer or agent in a bankruptcy or receivership proceeding. The terms of this Agreement do not supercede the terms of any stock option agreements between the Shareholders and the Bank.
Future Ownership. Landlord reserves the right to sell the Project as a whole or the Real Property separate and apart from the balance of the Project. Tenant agrees to execute and deliver, within thirty (30) days after request by Landlord, any amendment to this Lease or other documents reasonably required in connection with the sale of the Real Property separate and apart from the balance of the Project, as long as Tenant’s rights hereunder are not materially adversely affected or its obligations materially increased. In addition, Landlord, at its option, may record covenants, conditions and restrictions against the Real Property and enter into agreements with the owner of the 4400 Building to provide for (i) reciprocal rights of access and/or use, (ii) common management, operation, maintenance, improvements and/or repairs, and (iii) the equitable allocation of expenses relating to common services, as long as in each instance Tenant’s rights hereunder are not materially adversely affected or its obligations increased.

Related to Future Ownership

  • Share Ownership No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an owner of shares or other securities of any member of FINRA participating in the Offering (other than securities purchased on the open market).

  • Company Ownership Company will own its respective right, title, and interest, including Intellectual Property Rights, in and to the Company Data. Company hereby grants BNYM a limited, nonexclusive, nontransferable license to access and use the Company Data, and consents to BNYM's permitting access to, transferring and transmitting Company Data, all as appropriate to Company's use of the Licensed Rights or as contemplated by the Documentation.

  • Joint Ownership 10 Annuitant............................................................... 10

  • IP Ownership All Company Registered IP is owned by and registered or applied for solely in the name of a Group Company, is valid and subsisting and has not been abandoned, and all necessary registration, maintenance and renewal fees with respect thereto and currently due have been satisfied. No Group Company or any of its employees, officers or directors has taken any actions or failed to take any actions that would cause any Company Owned IP to be invalid, unenforceable or not subsisting. No funding or facilities of a Governmental Authority or a university, college, other educational institution or research center was used in the development of any material Company Owned IP. No material Company Owned IP is the subject of any Lien, license or other Contract granting rights therein to any other Person. No Group Company is or has been a member or promoter of, or contributor to, any industry standards bodies, patent pooling organizations or similar organizations that could require or obligate a Group Company to grant or offer to any Person any license or right to any material Company Owned IP. No Company Owned IP is subject to any proceeding or outstanding Governmental Order or settlement agreement or stipulation that (a) restricts in any manner the use, transfer or licensing thereof, or the making, using, sale, or offering for sale of any Group Company’s products or services, by any Group Company, or (b) may affect the validity, use or enforceability of such Company Owned IP. Each Principal has assigned and transferred to a Group Company any and all of his/her Intellectual Property related to the Business. No Group Company has (a) transferred or assigned any Company IP; (b) authorized the joint ownership of, any Company IP; or (c) permitted the rights of any Group Company in any Company IP to lapse or enter the public domain.

  • Acquisition of Significant Share Ownership There is filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s voting securities, but this clause (ii) shall not apply to beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

  • 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.

  • Management, Ownership The Company shall not materially change its ownership, executive staff or management without the prior written consent of the Secured Party. The ownership, executive staff and management of the Company are material factors in the Secured Party's willingness to institute and maintain a lending relationship with the Company.

  • Ownership Rights Ownership rights with respect to property utilized in connection with the parties’ use of the BNYM System shall be governed by applicable provisions of Schedule C.

  • Capitalization; Ownership Section 3.2 of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing).

Time is Money Join Law Insider Premium to draft better contracts faster.