Holders Representative Committee definition

Holders Representative Committee means the group of individuals appointed to serve as such under Section 3.5. “Indebtedness,” as applied to any person, means (a) all indebtedness of such person for borrowed money, whether current or funded, or secured or unsecured, (b) all indebtedness of such person for the deferred purchase price of property or services represented by a note or other security, (c) all indebtedness of such person created or arising under any conditional sale or other title retention agreement (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of specific property), (d) all indebtedness of such person secured by a purchase money mortgage or other Lien to secure all or part of the purchase price of property subject to such mortgage or other Lien, (e) all notes payable of such person, (f) all indebtedness or liabilities of such person that would be required to be reflected on a balance sheet or referred to in the notes thereto in accordance with generally accepted accounting principles, (g) all indebtedness, liabilities or obligations of such person that are identified in Schedule 4.11 of the Company Disclosure Schedule as “Indebtedness,” (h) all other obligations of such person under leases that have been or must be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such person is liable as lessee, (i) any liability of such person in respect of banker’s acceptances or letters of credit, and (j) all indebtedness referred to in clauses (a), (b), (c), (d), (e), (f), (g), (h) or (i) hereof that is directly or indirectly guaranteed by such person or which such person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which such person has otherwise assured a creditor against loss.
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Examples of Holders Representative Committee in a sentence

  • One trustee was appointed by the Commissioner, one by NOLHGAand one by the Contract Holders Representative Committee.

  • Unless the Participating Rights Holders pay all such expenses, charges and liabilities upon demand by the Holders Representative Committee, the Holders Representatives shall have no obligation to incur such expenses, charges or liabilities, or to continue to perform any duties hereunder.

  • The members of the Holders Representative Committee (in such capacity, the “Holders Representatives”) shall be required to designate (and notify Parent of such designation) a single member of the Holders Representative Committee upon whose instruction Parent, the Merger Sub and the Surviving Corporation shall be entitled to rely, without any investigation or inquiry, as having been taken or not taken upon the authority of the Holders Representative Committee.

  • All actions, decisions and instructions of the Holders Representative Committee shall be conclusive and binding upon all of the Participating Rights Holders.

  • In the event that there are no members of the Holders Representative Committee at any time from and after the Effective Time as a result of death, resignation, incapacity or removal, then Txxxxx X.

  • For the purpose of conducting the Sales Milestone Payment Audit, the Holders Representative Committee may hire, at its expense, one or more auditors or attorneys of the Holders Representative Committee’s choosing to assist in such examination, provided, that such auditors or attorneys have entered into customary confidentiality agreements with Parent in form and substance reasonably acceptable to Parent.

  • Smiles (each of whom, to the knowledge of the Company, is an accredited investor) shall be automatically deemed to be appointed as successor members of the Holders Representative Committee and Parent shall be entitled to rely, without any investigation or inquiry, on the instruction of such individuals.

  • At Closing, the Company shall deliver to Parent and the Holders Representative Committee a certificate (the “Merger Consideration Certificate”) that shall include a calculation of the respective portions of each Closing Payment and each Contingent Payment payable to each Participating Rights Holder pursuant to the terms of Section 3.1 hereof.

  • Fractional portions of shares shall be rounded down to the next whole integer and an amount in cash equal to the aggregate Reference Market Value of all so affected fractional portions of shares shall be deposited with the Holders Representative Committee by Parent.

  • In the event that the Holders Representative Committee does not agree with or desires to investigate the calculation of the Sales Milestone Payment Amount set forth on the Sales Milestone Payment Certificate, the Holders Representative Committee shall be entitled, during the Sales Milestone Payment Audit Period, to give Parent written notice (a “Dispute Notice”), of such disagreement or desire.

Related to Holders Representative Committee

  • Holders’ Representative means the representative of the Holders named in the preamble, until a successor Holders’ Representative shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Holders’ Representative” shall mean such successor Holders’ Representative.

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Member Representative means an individual who can make OHP-related decisions for a member who is not able to make such decisions themselves.

  • Stockholder Representative has the meaning set forth in the preamble.

  • Holder Representative has the meaning specified in Section 11.1.

  • Management Committee means in the case of a Competition which is an unincorporated association, the management committee elected to manage the running of the Competition and where the Competition is incorporated it means the Board of Directors appointed in accordance with the articles of association of that company.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Independent representative means a person who:

  • Seller Representative means Xxxxx Bank.

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a).

  • Designated Employer Representative (DER) means a designated school district representative authorized to take immediate action to remove employees from safety-sensitive duties, to make required decisions in the testing and evaluation process, and to receive test results and other communications for the school district.

  • Managing Member is defined in the recitals to this Agreement.

  • Contractor’s Representative means the individual authorised to act on behalf of the Contractor for the purposes of the Contract. The initial Contractor’s representative is as indicated in the Form of Agreement.

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Joint Steering Committee or “JSC” has the meaning set forth in Section 3.1.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Engineer’s Representative means the official in the civil/ electrical engineering department who is authorized to be in-charge of the work to which these presents relate. It shall include any other official nominated to attend to the supervision of day to day execution of the work to which this CONTRACT relates.

  • Owner’s Representative has the meaning given in Section 2.2.

  • Special Committee means a committee of the Board of Managers of the Company comprised of two individuals, each of whom qualifies as an Independent Manager.

  • Management Representative means an individual designated to hear grievances on behalf of the University.

  • Buyer Representatives has the meaning set forth in Section 4(e).

  • Companion Loan Holder Representative With respect to each Serviced Companion Loan, any representative appointed by the related Companion Loan Holder.

  • Managing Committee means the individual or the body of individuals entrusted or charged with the management and administration of a private educational institution and where a society, trust, or an association manages more than one such institution, includes the managing committee of each such institution;