Interest in the Company Clause Samples

Interest in the Company. Immediately prior to the execution and delivery of this Agreement, neither Parent nor any of its Subsidiaries beneficially owned any shares of Company Common Stock. As of the date hereof, neither Parent nor any of its Affiliates is an "Interested Stockholder" as such term is defined in Section 203 of the DGCL, or an "Acquiring Person" as such term is defined in the Company Rights Agreement. For purposes of this Agreement, the term "Affiliate" means, with respect to any Person, any other Person directly or indirectly, controlling, controlled by, or under common control with, the first such Person. As used in the preceding sentence, (A) "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise and (B) "Person" means any natural person, corporation, partnership, limited liability company, joint venture, trust, association, unincorporated entity of any kind or governmental authority.

Interest in the Company. Buyer does not own, directly or indirectly (within the meaning of ss.318 of the Internal Revenue Code of 1986, as amended), nor has it owned during the past 5 years, directly or indirectly (within the meaning of ss.318 of the Internal Revenue Code of 1986, as amended) any stock of the Company.

Interest in the Company. Without the prior written consent of the Holder, CRI shall not transfer or otherwise dispose of its interest in the Company, or any portion thereof, and shall maintain such interest free and clear of all claims, liens, encumbrances and legal process (other than Permitted Encumbrances), until such time as the total amounts due under the Note have been paid.

Interest in the Company. Immediately prior to the execution and delivery of this Agreement, neither Parent nor any of its Subsidiaries beneficially owned any Shares. As of the date hereof, neither Parent nor any of its affiliates is an "Interested Stockholder" as such term is defined in Section 203 of Delaware Law, or an "Acquiring Person" as such term is defined in the Rights Agreement.

Interest in the Company. Immediately prior to the execution and delivery of this Agreement, neither Parent nor any of its Subsidiaries beneficially owned any shares of Company Common Stock. As of the date hereof, neither Parent nor any of its Affiliates is an "Interested Shareholder" as such term is defined in Section 14-2-1110(11) of the Georgia Act. For purposes of this Agreement, the term "Affiliate" means a Person which, directly or indirectly, is controlled by, controls, or is under common control with, another Person. As used in the preceding sentence, (A) "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by

Interest in the Company. In connection with and as a condition of the issuance by the Company of the Interest to Asset Manager pursuant to Section 1(e), Asset Manager hereby makes the following acknowledgments, representations, warranties and covenants with the full knowledge that the Company will expressly rely on them: (i) Asset Manager understands that the Interest has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws, and is being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (ii) The Interest may not be resold or transferred by Asset Manager without appropriate registration or the availability of an exemption from such requirements; (iii) Asset Manager is acquiring the Interest solely for its own account for investment purposes, and not with a view to the distribution, transfer, assignment, resale or subdivision thereof; (iv) Asset Manager is an “Accredited Investor” (as defined under Rule 501(a) of Regulation D promulgated under the Securities Act (“Regulation D”)); (v) Asset Manager is able to bear the economic risk and lack of liquidity inherent in holding the Interest; (vi) Neither Asset Manager nor any subsidiary, Affiliate, owner, shareholder, partner, member, indemnitor, guarantor or related person or entity: (a) is a Sanctioned Person (as defined below); (b) has more than 15% of its assets in Sanctioned Countries (as defined below); or (c) derives more than 15% of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Countries. For purposes of the foregoing, a “Sanctioned Person” means: (a) a person named on the list of “specially designated nationals” or “blocked persons” maintained by the U.S. Office of Foreign Assets Control (“OFAC”) at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/eotffc/ofac/, or as otherwise published from time to time, or (b) (i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or (iii) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. A “Sanctioned Country” or “Sanctioned Countries” shall mean a country subject to a sanctions program identified on the list maintained by OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/eotffc/ofac/, or as otherwise published from time to time; and

Interest in the Company. Except for the Warrants, Conseco has no other equity or potential equity interest in the Company, including without limitation, any capital stock options, warrants, convertible securities, rights of refusal or any other rights with respect to the equity capital of the Company.

Interest in the Company. Each Member’s interest in the Company (the “Company Interest”) is represented by the Units held by such Member. The Initial Member shall have the number of Class A Units listed on Exhibit A attached hereto, and the New Member shall have the number of Class B Units purchased from time to time at each Closing.