Nazem definition

Nazem means Nazem, Inc., a Delaware corporation and (a) any Subsidiary thereof and (b) any other Affiliate thereof reasonably acceptable to the Administrative Agent. Without limiting the generality of the foregoing, "Nazem" includes Genesis ElderCare Portfolio K, L.P.
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Nazem is defined in the preamble hereto.
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Examples of Nazem in a sentence

  • Neither Genesis nor Nazem may assign any of its rights or obligations hereunder to any Person without the written consent of Cypress and TPG, acting jointly.

  • Neither Genesis nor Nazem may assign any of its rights and obligations hereunder to any Person without the written consent of Cypress and TPG, acting jointly, which consent shall not be unreasonably withheld.

  • Cypress, TPG, Genesis and Nazem and/or their Affiliates own in the aggregate 745,000 shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Corporation, which Common Stock constitutes all of the issued and outstanding capital stock of the Corporation.

  • On October 9, 1997, the Cypress, TPG, Genesis and Nazem entered into a Stockholders Agreement (the "Stockholders Agreement") which imposed certain restrictions and obligations on themselves and/or their Affiliates, as applicable, and on the shares of capital stock of the Corpora tion.

  • If a Non-Genesis Stockholder, other than Cypress, TPG, Nazem or any of their Affiliates ("Selling Stockholder"), determines to sell all or any part of its Stock ("Offered Stock"), the Selling Stockholder must first offer (the "Offer") to sell the Offered Stock to the Genesis Stockholders, in accordance with Section 3.3 herein, by giving written notice ("Notice") to the Corporation and to the Genesis Stockholders setting forth the proposed terms of such sale (the "Offer Terms").

  • By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ -------------------------------- Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Partner Affiliate of Nazem GENESIS ELDERCARE PORTFOLIO K.

  • The Applewood Investors hereby consent to the sale of the Notes and Warrants to Nazem and Oxford in accordance with the terms of the Note Purchase Agreement, including the other agreements referenced therein, and hereby waive and release their preemptive rights under Section 4.8 of the Purchase Agreement which arise as a result of the sale of the Notes and Warrants to Nazem and Oxford thereunder.

  • Effective as of the Closing, the Stockholders Agreement, dated as of October 9, 1997, among Parent, the parties hereto and Nazem, Inc., shall be amended to provide that Genesis may appoint two-thirds of the members of the Board of Directors of Parent, to make appropriate changes to the supermajority provisions and to permit Sponsors to sell their stock of Parent.

  • Genesis and Nazem and Nazem's Affiliate owning Common Stock shall only have rights and obligations under the preceding paragraph (c) and this paragraph (d) following their receipt of the Drag-Along Notice.

  • By:________________________________ Name: Title: [CORPORATE SEAL] Attest: By:______________________________ Name: Title: EXHIBIT F IRREVOCABLE PROXY This Irrevocable Proxy is given pursuant to the Restructuring Agreement, dated as of _______, 1999 (the "Restructuring Agreement"), among The Cypress Group L.L.C., TPG Partners II, L.P., Nazem, Inc.