Parent Status Sample Clauses

Parent Status. None of Parent, Merger Sub or any Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is Under Common Control with, Parent, within the meaning of the HSR Act and the rules promulgated thereunder, owns any Common Units or other equity interests in the Company. Each of Parent and Merger Sub is an Eligible Holder. Parent is not a non-Canadian within the meaning of the Investment Canada Act (Canada).
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Parent Status. Parent shall at all times, subject to applicable grace periods set forth in the Code, maintain its status as a RIC under the Internal Revenue Code, and as a BDC.
Parent Status. If my status as the minor participant’s parent is challenged or found invalid, I will release, agree to defend and Indemnify, and not to sue any of, the Released Parties, to the fullest extent allowed by law and per the provisions of this Form, just as if I were the participant’s legal parent.
Parent Status. The Parent fails to maintain a listing on the Nasdaq bulletin board or a Principal Exchange. The Parent fails to get a listing on a Principal Exchange on or before April 30, 2000;
Parent Status. At the time the Parent was offered the Purchased Stock, it was, and at the date hereof it is: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. The Parent is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.
Parent Status. Xxx Group and MacManus shall cause the representations and warranties contained in subsection (d) above to be true and correct until immediately prior to the Effective Time; provided that, prior to the Closing, Parent may enter into agreements with Dentsu, Inc. or one or more of its affiliates ("Dentsu") for the issuance of Parent Common Stock to Dentsu.
Parent Status. (a) Each Parent, and each entity, if any, through which a Parent holds an interest in a Merger Sub, is organized under the laws of the United States or a state thereof and properly characterized for U.S. federal income tax purposes as a corporation and is not (i) a regulated investment company or real estate investment trust subject to taxation under subchapter M, chapter 1 of the Code, (ii) a tax-exempt entity (as defined in Section 168(h) of the Code), (iii) a person described in Section 54(j)(4) of the Code, (iv) an organization exempt from tax under Section 501(a) of the Code, (v) a cooperative organization described in Section 1381(a) of the Code, (vi) a mutual saving bank, cooperative bank or domestic building and loan association to which Section 593 of the Code applies or (vii) a U.S. federal, state or local government (or any political subdivision, agency or instrumentality thereof).
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Parent Status. Parent shall at all times (a) to the extent not restricted pursuant to Section 6.5, maintain its status as a REIT under the Internal Revenue Code and (b) retain direct or indirect management and control of Borrower.

Related to Parent Status

  • Company Closing Certificate Parent shall have received a certificate duly executed on behalf of the Company by a duly authorized officer of the Company certifying that the conditions set forth Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied.

  • Seller’s Closing Certificate A certificate duly executed by Seller in the form of Exhibit J attached hereto (the “Seller’s Closing Certificate”).

  • Closing Certificate The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Covenants of Buyer Prior to Closing Date If the Closing does not occur on the date of this Agreement, between the date of this Agreement and the Closing Date Buyer will use its Best Efforts to cause the conditions in Sections 6 and 7 to be satisfied.

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Certificate of Buyer Seller shall have been provided with a certificate duly executed on behalf of Buyer to the effect that, as of the Closing Date:

  • Citizenship Certificates; Non-citizen Assignees (a) If any Group Member is or becomes subject to any federal, state or local law or regulation that, in the reasonable determination of the General Partner, creates a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Limited Partner or Assignee, the General Partner may request any Limited Partner or Assignee to furnish to the General Partner, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning his nationality, citizenship or other related status (or, if the Limited Partner or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the General Partner may request. If a Limited Partner or Assignee fails to furnish to the General Partner within the aforementioned 30-day period such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership Interests owned by such Limited Partner or Assignee shall be subject to redemption in accordance with the provisions of Section 4.10. In addition, the General Partner may require that the status of any such Partner or Assignee be changed to that of a Non-citizen Assignee and, thereupon, the General Partner shall be substituted for such Non-citizen Assignee as the Limited Partner in respect of his Limited Partner Interests.

  • Closing Certificates; Etc The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

  • Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

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