WMC Sample Clauses

WMC. No Obligor shall (i) transfer any assets or make any loans to, or Investments in WMC, (ii) assume, become obligated for or satisfy any obligations of WMC, (ii) resume any of the operations or business of WMC or (iv) use the names or other assets of WMC in its business or operations except for payment of reasonable expense, including without limitation legal and accounting fees, in connection with the winding up or dissolution of WMC.

Related to WMC

  • Corp has entered into an agreement, dated as of September 23, 2010 (the “Cargill Acknowledgement Letter”) with Cargill, Incorporated and its affiliates (collectively, “Cargill”), which provides that upon payment (the “Cargill Payment”) of $2,800,828 (plus accrued and unpaid interest on such amount as of the date of payment pursuant to the agreement, dated January 14, 2009, by and between BFE Corp. and certain of its affiliates and Cargill (the “Cargill Settlement Agreement”)) from the proceeds of the Rights Offering and the Concurrent Private Placement, Cargill shall forgive the remaining Payable (as defined in the Cargill Settlement Agreement) in exchange for Depositary Shares in an amount equal to the amount of the remaining Payable, which amount shall be converted into Depositary Shares at a price equal to the average of the volume weighted averages of the trading prices for the prior ten (10) day trading period of the Common Stock, ending on the second trading day immediately preceding the date the Depositary Shares are issued to Cargill (such amount of Depositary Shares, the “Cargill Depositary Shares”). BFE Corp. hereby agrees that it shall not breach, violate or terminate the Cargill Acknowledgment Letter. BFE Corp. agrees that it will not amend, waive or modify the Cargill Acknowledgement Letter without the written consent of Greenlight. The Cargill Depositary Shares will have the same rights and preferences (including the same Conversion Ratio) as the Depositary Shares that will be issued in the Rights Offering. In order to issue the Cargill Depositary Shares, BFE Corp. will designate and issue and deposit with the depositary a number of additional shares of Series A Non-Voting Convertible Preferred Stock that corresponds to the aggregate fractional interests in shares of Series A Non-Voting Convertible Preferred Stock that the newly issued Cargill Depositary Shares represent. In the event that an insufficient number of authorized shares of Series A Non-Voting Convertible Preferred Stock are available for such issuance and deposit with the depositary, BFE Corp. will establish an alternative method for satisfying the Cargill Stock Payment that is satisfactory to it, Cargill and the Backstop Parties. Concurrent with the issuance of Cargill Depositary Shares, the LLC will issue to BFE Corp. a number of Preferred Membership Interests equal to the number of Cargill Depositary Shares.

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • Management Company CAIAC Fund Management AG (hereinafter: management company), Haus Atzig, Industriestrasse 2, FL-9487 Bendern, Public Register Number FL-0002.227.513-0 CAIAC Fund Management AG was established on May 15, 2007 in the form of a corporation with registered office and headquarters in Bendern, Principality of Liechtenstein, for an unspecified period of time. On May 10, 2007, the government gave the management company approval to initiate business activities. The share capital of the management company amounts to CHF 1,000,000 (in words: one million Swiss francs) and is 100% paid in. The purpose of the management company consists of the management and sale of undertakings for collective investment according to Liechtenstein law. The management company manages the UCITS for the account of the investors and in their exclusive interests according to the principle of risk spreading and in compliance with the provisions of the Trust Agreement and Appendix A "Funds at a glance". The management company is equipped with the most extensive rights possible for carrying out all administrative and management-related activities in its name for the account of the investors. It shall be authorized in particular to purchase, sell, subscribe and exchange securities and other stocks/assets, as well as exercise all rights which are directly or indirectly associated with the assets of the UCITS. CAIAC Fund Management AG is subject to the regulatory requirements applicable to management companies under the Act on undertakings for collective investment in transferable securities (UCITSG) with regard to the design of its remuneration principles and practices. The management company has regulated the detailed design in an internal directive on remuneration policies and practices, the aim of which is to ensure a sustainable remuneration system while avoiding misguided incentives to enter into excessive risks. The remuneration principles and practices of the management company are verified at least once a year by the members of the board of directors to ensure that they are appropriate and comply with all legal requirements. They comprise both fixed and variable (performance-related) remuneration elements. The management company has established a remuneration policy which is consistent with its business and risk policies. In particular, no incentives are created to enter into excessive risks. The calculation of the performance- related remuneration incorporates the overall performance of the management company and/or the personal performance of the employee in question and their department. The main focus of the target achievement defined in the personal performance appraisal is placed primarily on a sustainable business performance and the protection of the company against excessive risks. The variable remuneration elements are not tied to the performance of the funds managed by the company. Voluntary non-cash benefits provided by the employer or benefit in kind are permitted. Defining bandwidths for remuneration furthermore guarantees that there is no significant dependency on the variable remuneration, but that there is an appropriate relationship between the variable and the fixed remuneration. The amount of the fixed salary part is designed in such a way that an employee working full-time can make a living from the fixed component of the salary alone (when a salary in line with the market is considered). The members of the management board and the chairman of the board of directors have the right to make the final decision on the allocation of the variable remuneration. The chairman of the board of directors is responsible for reviewing the remuneration principles and practices. Special rules apply to the members of the management board of the management company and employees, whose activities have a significant influence on the overall risk profile of the management company and the funds it manages (risk takers). Employees who can exert a decisive influence on the risk and on the business policies of the management company are identified as risk takers. The variable remuneration is paid to these high risk employees over several years in arrears. A proportion of at least 40% of the variable remuneration is deferred over a period of at least three years here. The deferred part of the remuneration is dependent on risk during this period. The variable remuneration, including the deferred part, is paid out or earned only if justified in light of the financial position of the management company overall and on the basis of the performance of the department in question and the person in question. A weak or negative financial result of the management company generally leads to a significant decrease in the overall variable remuneration, whereby both current compensation as well as decreases in the payment of previously generated sums are taken into consideration.An overview of all UCITS managed by the management company can be found on the website of the LAFV Liechtensteinischer Anlagefondsverband (Liechtenstein investment trust) at www.lafv.li. An overview of all UCITS managed by the management company can be found on the website of the LAFV Liechtensteinischer Anlagefondsverband (Liechtenstein investment trust) at www.lafv.li.

  • PRIDE Subject to the agency determination provided for in sections 287.042(1) and 946.515, F.S., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S., IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED. Additional information about PRIDE and the commodities or contractual services it offers is available at https://www.pride-enterprises.org.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.