No Insider Sample Clauses

No Insider. Neither the Borrower nor any Person having ---------- "control" (as defined in 12 U.S.C. (S)375(b)(9) and the regulations promulgated pursuant thereto) of the Borrower is, an "executive officer," "director," or "principal shareholder" (as such terms are defined in 12 U.S.C. (S)375(b)(9) and the regulations promulgated pursuant thereto) of any Bank, of any bank holding company of which any Bank is a Subsidiary, or of any Subsidiary of any bank holding company of which any Bank is a Subsidiary.
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No Insider. As of the Agreement Date and immediately prior to Closing, none of the Vendors owns directly, indirectly or exercises control or direction over any IPA Shares. None of the Vendors will own directly, indirectly or exercise control or direction over more than 9.99% of the issued and outstanding shares of IPA at Closing.
Sample 1
No Insider. Shareholders will participate as a seller in any Subject Sale, including, but not limited to, a sale to the Company, without causing the purchaser in such Subject Sale to offer each Investor the opportunity to participate in such Subject Sale on the same terms and conditions and on a pro rata basis as Insider Shareholders with respect to shares of Common Stock (and rights or other securities exercisable for, or convertible or exchangeable into, Common Stock) held by each such Investor, except that Investors shall not be required to make any representations as to any matters concerning the business operations of the Company. Investors shall only be required to represent and warrant, on a several, but not joint basis, the status of title to their respective interest in shares of their Common Stock, due authorization to enter into any such Subject Sale and that no conflicts of interests or other conflicting conditions exist that would prohibit Investors from making such representations. Furthermore, neither Investor shall be required to enter into any contract or arrangement providing for the indemnity of any other Investor or any Insider Shareholder. Each Investor shall only be required to provide indemnity for any breach of any representation that any Investor does make in any such Subject Sale. Each Investor who elects to participate in such Subject Sale shall be entitled to sell his Pro Rata Share of the number of shares the purchaser is willing to purchase. Provided, however, in the event a participating shareholder chooses not to sell his entire Pro Rata Share, the other participating shareholders shall have the right to sell their Adjusted Pro Rata Share of the shares of Common Stock which the participating shareholder does not choose to sell. Each Insider Shareholder shall give each Investor at least ten (10) days prior written notice of any Subject Sale. Each Investor should provide the Company with the number of Fully-Diluted Shares which each Investor desires to sell as part of the Subject Sale at least two days prior to the Subject Sale. Each Insider Shareholder participating in such sale must then sell all shares offered by each Investor as part of the Subject Sale as a condition to complete such Subject Sale.
Sample 1
No Insider. To the knowledge of the Corporation, no insider of the Corporation has a present intention to sell any securities of the Corporation.
Sample 1

Related to No Insider

  • No Influence The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information about the Company or any such affiliate.

  • No Individual Authority Except as otherwise expressly provided in this Agreement, no Member, acting alone, shall have any authority to act for, undertake or assume any obligations or responsibility on behalf of any other Member or the Company.

  • No Inducement Executive agrees that no promise or inducement to enter into this Agreement has been offered or made except as set forth in this Agreement, that the Executive is entering into this Agreement without any threat or coercion and without reliance or any statement or representation made on behalf of the Company or by any person employed by or representing the Company, except for the written provisions and promises contained in this Agreement.

  • No Individual Liability No Authority Board of Directors member, officer, agent, director, or employee of the Authority shall be charged personally or held contractually liable by or to any other person under the terms or provisions of this Agreement or because of any breach thereof.

  • No Diversion The Executive covenants and agrees that during the Term and the Post-Termination Period, he shall not, directly or indirectly through any other person or entity, solicit, divert, or take advantage of, or attempt to solicit, divert or take advantage of, any actual or potential customers or business opportunities (e.g., writing, issuing, underwriting, selling, distributing or re-insuring personal property and casualty insurance products, investment opportunities, and other similar opportunities) of the Company which the Executive became aware of during his employment with the Company.

  • No Inducements The Company shall not, and the Company shall not permit any of its Subsidiaries, either directly or indirectly, to pay (or cause to be paid) any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver, amendment or supplement of any terms or provisions of this Indenture or the Notes, unless such consideration is offered to be paid (or agreed to be paid) to all Holders which so consent, waive or agree to amend or supplement in the time frame set forth on solicitation documents relating to such consent, waiver or agreement.

  • No Indemnification This indemnity will not apply in respect of an Indemnified Party in the event and to the extent that a Court of competent jurisdiction in a final judgment shall determine that the Indemnified Party was grossly negligent or guilty of willful misconduct.

  • No Investment Company Status The Company is not and, after giving effect to the Offering and the application of the proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to register as an “investment company,” as defined in the Investment Company Act of 1940, as amended.

  • No Investment Company The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

  • LEGAL RELATIONS The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold the State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT’s agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tie , or any other persons for whom the STATE and /or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and/or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT’s negligence or the negligence of the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY’s, their agents’, officers and employees’ failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub- consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT’s relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter

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