Related Party Transaction Sample Clauses
A Related Party Transaction clause defines the rules and requirements for transactions between the company and parties that have a close relationship with it, such as directors, officers, or significant shareholders. Typically, this clause requires that any such transactions be disclosed to the board or shareholders and may mandate approval by disinterested parties to ensure fairness. Its core function is to prevent conflicts of interest and ensure that all dealings with related parties are conducted transparently and on terms no less favorable than those available to unrelated third parties.
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Related Party Transaction. The entry by the Company into any transaction or series of transactions (or the termination, extension, continuation after expiry, renewal, amendment, variation or waiver of any term under agreement with respect to any transaction or series of transactions) with (w) any Person with a direct or indirect equity interest in the Company, (x) any Affiliate of the Company, (y) any director or officer of the Company or of any of the foregoing, and (z) any spouse, parent, sibling, child (natural or legally adopted) (and their respective spouses and children (as appropriate)) or Affiliate of such director or officer specified in clause (y).
Related Party Transaction. The Board of Directors of the Company (or an authorized committee thereof) (the “Board”) has reviewed the transactions contemplated hereby with respect to any “related party transaction,” including for purposes of the Delaware General Corporation Law and the applicable rules of Nasdaq, and has approved any such transaction consistent with the applicable standards.
Related Party Transaction. Other than disclosed in the SEC Documents, there are no material transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions between the Company or any Group Companies, on the one hand, and the Company, any current or former director or executive officer of the Company or any Group Companies or any person who Beneficially Owns 5% or more of the Common Shares (or any of such person’s immediate family members or Affiliates) (other than Group Companies), on the other hand.
Related Party Transaction. Enter into any transaction that would be required to be disclosed by it pursuant to Item 404 of Regulation S-K promulgated under the Exchange Act.
Related Party Transaction. Except for indemnification, compensation or other employment arrangements in the ordinary course of business, there are no Contracts or other arrangements between the Acquired Companies (or binding on any of their respective properties or assets), on the one hand, and any Affiliate (including any director or officer) thereof, but not including any wholly owned Subsidiary of the Company, on the other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Company’s Form 10-K or proxy statement pertaining to an annual meeting of stockholders and that has not been disclosed in the Company SEC Documents (such Contracts or other arrangements, the “Related Person Agreements”).
Related Party Transaction. Except as specifically provided for under the Transaction Documents, the entry into any transaction or series of transactions (or the termination, extension, continuation after expiry, renewal, amendment, variation or waiver of any term under agreement with respect to any transaction or series of transactions) with any Related Party.
Related Party Transaction. 1.4(c) Required Independent Approval........................................... 1.4(c)
Related Party Transaction. (a) Except for employment relationships, agreements relating to the purchase of the Company’s equity securities and/or the payment of cash or equity compensation, benefits and expense reimbursements and advances in the ordinary course of business and as disclosed on Section 5.34 of the Company Disclosure Schedule, no director or executive officer (or equivalent thereof) of the Company Group has or has had directly or indirectly: (i) an economic interest in any Top Customer or Top Supplier, or (ii) any contractual arrangement with the Company Group, other than indemnity arrangements or directors’ and officers’ liability insurance coverage (each, a “Related Party Transaction”); provided, however, that for clarity, no disclosure shall be required under this Section 5.34 with respect to any matter set forth in the foregoing clauses (i) and (ii) involving any portfolio company of any venture capital, private equity, angel or strategic investor in the Company (except to the extent such disclosure would be required pursuant to Item 404 of Regulation S-K promulgated under the Exchange Act.) The Company Group have not, since January 1, 2023, (x) extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of the Company Group, or (y) materially modified any term of any such extension or maintenance of credit. To the knowledge of the Company Group, there are no contracts or legally binding arrangements between the Company Group, on the one hand, and any family member of any director or executive officer (or equivalent thereof) of the Company Group, on the other hand.
(b) Except for Contracts with any Service Providers (including employee offer letters), there are no contracts, side letters, legally binding arrangements or legally binding understandings between the Company Group, on the one hand, and any other person holding capital of the Company, on the other hand, which grant or purport to grant any board observer or governance rights.
Related Party Transaction. The Purchaser understands that the Company’s largest shareholder, Genesis Investment Funds Limited, is controlled by GCM, and this loan can be considered to be a related party transaction. Cogenco cannot offer any assurance that any funds lent to GCM will be sufficient to permit it, or any subsidiary or related entity of GCM, will be sufficient for GCM to carry on its planned business operations. Further, Cogenco cannot offer any assurance that GCA will be able to fully and timely repay any funds Cogenco may lend to GCA. Cogenco plans to loan the funds to GCM pursuant to the promissory note that is attached as an exhibit to this subscription agreement but, in general, Cogenco will have little ability to control GCM’s activities or operations. GCM has provided Cogenco and the Purchaser with copies of GCM’s most recent financial statements which reflect its financial condition and results of operations through its most current fiscal period. Furthermore, the Purchaser acknowledges that the terms of the loan were not negotiated at arms’-length. By purchasing Cogenco common stock, the Purchaser represents that he has discussed the investment and the use of funds with GCM as well as Cogenco, and further acknowledges and approves of the use of proceeds of the Purchaser’s investment.
Related Party Transaction. All transactions between Somerset Bank and any of its Affiliates (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons, and (c) did not involve more than the normal risk of collectability or present other unfavorable features. No loan or credit accommodation to any Affiliate of Somerset Bank or any Somerset Bank Subsidiary is presently in default or, during the three-year period prior to the date of this Agreement, has been in default or has been restructured, modified or extended. Neither Somerset Bank nor any Somerset Bank Subsidiary has been notified that principal and interest with respect to any such loan or other credit accommodation will not be paid when due or that the loan grade classification accorded such loan or credit accommodation by Somerset Bank is inappropriate.