Public Company Exception Sample Clauses

Public Company Exception. The prohibitions contained in this Section 6 do not prohibit the Executive’s ownership of stock which is publicly traded, provided that (1) the investment is passive, (2) the Executive has no other involvement with the company, (3) the Executive’s interest is less than five (5%) percent of the shares of the company, and (4) the Executive makes full disclosure to the Company of the stock at the time that the Executive acquires the shares of stock.
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Public Company Exception. The prohibitions contained in this SECTION 7 do not prohibit the Employee’s ownership of stock which is publicly traded, provided that (1) the investment is passive, (2) the Employee has no other involvement with the company, (3) the Employee’s interest is less than five percent (5%) of the shares of the company, and (4) the Employee makes full disclosure to the Company of the stock at the time that the Employee acquires the shares of stock.
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Public Company Exception. The prohibitions contained in this Section 6 do not prohibit the CFO’s ownership of stock which is publicly traded, provided that (1) the investment is passive, (2) the CFO has no other involvement with the company, (3) the CFO’s interest is less than five (5%) percent of the shares of the company, and (4) the CFO makes full disclosure to the Company of the stock at the time that the CFO acquires the shares of stock.
Sample 1
Public Company Exception. The prohibitions contained in this Article VI do not prohibit Employee's ownership of stock which is publicly traded, provided that (a) the investment is passive; (b) Employee has no other involvement with the company; (c) Employee's interest is less than five percent (5%) of the outstanding shares of the company; and (d) Employee makes full disclosure to the Company of the shares at the time that Employee acquires the shares and any changes in Employee's ownership of such shares.
Sample 1
Public Company Exception. The Vendors acknowledge that Spur is a public company listed on the Vancouver Stock Exchange and is subject to the rules, regulations, policy, and laws of British Columbia and Canada. Spur BVI is wholly- owned by Spur. If the breach of any of the terms and conditions in this Agreement on the part of Spur BVI is caused by the public listing status of Spur, Spur BVI shall be immune from being liable or responsible for its breach. This exception is expressly recognized and understood by the Vendors.
Sample 1
Public Company Exception. Nothing contained herein shall prohibit Xxxx’x ownership of stock in a company which is publicly traded, provided that (i) the investment is passive, (ii) Xxxx has no other involvement with the company, (iii) Xxxx’x interest is less than five (5%) percent of the shares of the company, and (iv) Xxxx makes full disclosure to Company of the stock at the time that Xxxx acquires the shares of stock.
Sample 1

Related to Public Company Exception

  • Confidentiality; Exceptions Except to the extent expressly authorized by this Agreement or otherwise agreed by the Parties in writing, the Parties agree that the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any confidential or proprietary information or materials furnished to it by the other Party pursuant to this Agreement (collectively, “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not be deemed to include information or materials to the extent that it can be established by written documentation by the receiving Party that such information or material:

  • Company Closing Conditions The Company’s obligation to consummate the transaction hereunder at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:

  • Company SEC Documents The Company has filed or furnished with the SEC all reports, schedules, forms, statements and other documents (including exhibits) required to be filed or furnished by it under the Exchange Act or the Securities Act since the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (all such documents collectively, the “Company SEC Documents”). The Company SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”), at the time filed or furnished (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and (v) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the business of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The pro forma financial information and the related notes thereto included in the Company SEC Documents have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Company SEC Documents.

  • The Merger Closing Effective Time 9 2.1 The Merger. 9 2.2 Closing. 9

  • 280G Matters (a) Prior to the Closing, the Company will provide each “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) with the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) (the “Unconditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14.

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • Merger Closing The Merger shall have been consummated.

  • Pre Closing Matters Section 6.1 Covenants of Seadrill Prior to the Closing Date 15 Section 6.2 Covenant of the Company Prior to the Closing Date 15 Section 6.3 Covenant of Capricorn Holdings Prior to the Closing Date 15

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time").

  • 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.

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