Magellan. Magellan means Magellan Group Investments LLC.
Magellan. 1. Magellan will transfer 80% of its common interest and all of its preferred interest in CBHS to CBHS pursuant to a redemption transaction . (Xxxxxxxx's common and preferred interests are described on SCHEDULE 1). Following such transfer and after the completion of the restructuring contemplated by this Addendum A to the Letter Agreement, Xxxxxxxx will have 10% of the common interest of CBHS, representing 10% of the equity (on a fully diluted basis, including the initial sale of up to 30% of the common interests of CBHS to members of management or other CBHS employees) of CBHS. In the case of issuances of equity in accordance with any of clauses (i) through (iv) of the last sentence of this Article III.1, Xxxxxxxx's percentage of the common interest of CBHS will be diluted on a pro rata basis with other holders of common interests of CBHS. In connection with the transfer of its interests in CBHS, Magellan shall cease to have the right to nominate or select any members of the Governing Board of CBHS and shall have no rights except as the holder of 10% of the common interests of CBHS. With respect to such 10% common interest, CBHS will provide Magellan customary and reasonable anti-dilution protections against stock splits, mergers, consolidations, sale of all or substantially all of the assets or other recapitalizations, and issuances of equity for prices below the market price at the time of any such issuance except in connection with (i) any issuance of common equity to employees or (ii) any other issuance of common equity to or for the benefit of employees pursuant to employee equity plans, (iii) any issuance of common equity to a non-affiliate (as defined under the federal securities laws) where the price to be paid has, in the opinion of the Governing Board of CBHS, been fully and fairly negotiated and the issuance has been approved by the Governing Board of CBHS as being in the interest of CBHS or (iv) any issuance of common equity to an affiliate (as defined under the federal securities laws) if a fairness opinion from a nationally recognized independent valuation firm has been obtained.
Magellan. (i) Pursuant to the Amended and Restated Unlimited Guaranty among West Texas State Bank (“WTSB”), as lender, Poplar, as borrower, and Magellan, as guarantor, dated as of June 30, 2015 (the “Guaranty”), the Guaranty is binding on Magellan until the earlier of (A) termination of the WTSB Loan and (B) written notice of revocation signed by Magellan and approved in writing by WTSB, in its sole and absolute discretion. In order to effectuate the transactions contemplated by the Exchange Agreement, Magellan will need to obtain from WTSB a release of the Guaranty provided by Magellan. ANNEX 5 Secured Promissory Note [see attached] SECURED PROMISSORY NOTE US 4041832 $625,000.00 [__], 2016 MAGELLAN PETROLEUM CORPORATION, a Delaware corporation (the “Company”), for value received, hereby promises to pay to ONE STONE HOLDINGS II LP, a Delaware limited partnership, or its registered assigns (the “Holder”), the principal sum of SIX HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($625,000) or such lesser amount as shall equal the unpaid aggregate balance of the Loan (as defined below) plus interest (if any) accrued pursuant to the terms of this Note, in lawful money of the United States of America and in immediately available funds, on the Maturity Date as set forth herein. The outstanding principal balance of this Secured Promissory Note (this “Note”) at any time shall be the original amount of the Loan less the amount of payments or prepayments of principal made on this Note by or for the account of the Company.
Magellan. The Parties agree that any decision to be made or action to be performed or taken by Magellan including the provision of consent and notice under this Agreement may be given by the Magellan Representative for and on behalf of Magellan and the Xxxxxx Entities and Magellan must rely on the decisions or actions of the Magellan Representative as if they had been given by Magellan themselves. Sale Agreement
Magellan. Magellan Health Services, Inc., a Delaware corporation. Majority Banks. As of any date, the Bank or Banks whose aggregate Commitment Percentage is equal to or greater than the required percentage, as determined by the Banks, required to approve such matter, as disclosed by the Agent to the Borrower from time to time.
Magellan. Magellan Health Services, Inc., a Delaware corporation. Majority Banks. As of any date, the Bank or Banks whose aggregate Commitment Percentage is equal to or greater than the required percentage, as determined by the Banks, required to approve such matter, as disclosed by the Agent to the Borrower from time to time. Master Lease Agreement. That certain Master Lease Agreement appended to the Sale Agreement, to be entered into between the Borrower, as Landlord, and CBHS and certain other parties, as Tenant. Maturity Date. June 6, 2000, or such earlier date on which the Loans shall become due and payable pursuant to the terms hereof.
