GMAR definition
Examples of GMAR in a sentence
In addition, each GMAR Successor, as a condition to receiving any distribution or other transfer of Shares, shall be required to deliver to the GMAR Designee an irrevocable proxy, coupled with an interest, with full powers of substitution, to exercise all voting rights associated with the Shares to be received by such GMAR Successor.
In the event that the GMAR Designee desires to resign from the Board of Directors, he or she shall name a successor, who shall become the new GMAR Designee, and the parties to this Agreement will take all corporate action necessary in order to appoint such successor to the Board of Directors.
On the terms and subject to the conditions set forth in this Agreement, GMAR shall contribute, transfer and assign to the Company, and the Company will acquire and accept, at the Closing (as defined below), all of GMAR’s right, title and interests in and to the Assets.
The Company shall obtain, within ninety (90) days of the date hereof, from financially sound and reputable insurers, Directors and Officers liability insurance, in an amount and on terms and conditions satisfactory to the Board of Directors (including the GMAR Designee), and will use commercially reasonable efforts to cause such insurance policy to be maintained until such time as the Board of Directors (including the GMAR Designee) determines that such insurance should be discontinued.
The GMAR Designee may only be removed for Cause (as defined below).
The contribution of the Assets by GMAR to the Company for the Company GMAR Shares and the contribution of the EXPL Shares by EXPL to the Company for the Company EXPL Shares are intended to be a transaction described in Section 351 of the Internal Revenue Code of 1986, as amended.
GMAR has full limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
There is no action, suit, proceeding or investigation by GMAR currently pending or that GMAR intends to initiate.
GMAR is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.
IT IS UNDERSTOOD AND AGREED THAT, UNLESS EXPRESSLY STATED HEREIN, GMAR IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE ASSETS, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.