Reliance Entity definition
Examples of Reliance Entity in a sentence
No Reliance Entity or, to the Knowledge of Reliance, any Affiliate thereof has taken or agreed to take any action, and Reliance does not have any Knowledge of any agreement, plan or other circumstance, that is reasonably likely to (a) prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code or (b) materially impede or delay receipt of any of the Requisite Regulatory Approvals.
No proceedings have been instituted, or are pending or to the Knowledge of Reliance threatened, which challenge the rights of any Reliance Entity with respect to Intellectual Property used, sold or licensed by such Reliance Entity in the course of its business, nor has any person claimed or alleged any rights to such Intellectual Property.
There are no Contracts relating to the rights of any Reliance Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of a Reliance Subsidiary.
Notwithstanding the foregoing sentence, any Reliance Entity may acquire additional shares of Common Stock of Investment if, after effect to such acquisition, offer or agreement or other action, the aggregate voting power in the election of directors of all Investment Voting Securities then beneficially owned by all Reliance Entities would not be greater than 20% (such percentage herein called the "Maximum Percentage") of such total combined voting power of all Investment Voting Securities then outstanding.
No employee of any Reliance Entity who has annual base compensation above $75,000 has provided written notice to a Reliance Entity of his or her intent to terminate his or her employment with the applicable Reliance Entity as of the date hereof, and, as of the date hereof, to Reliance’s Knowledge, no employee who has annual base compensation above $75,000 intends to terminate his or her employment with Reliance before Closing.
There is no strike, slowdown, lockout or other job action or labor dispute involving any Reliance Entity pending or threatened and there have been no such actions or disputes since December 31, 2013.
Each Reliance Entity shall take such action as may be required so that all Investment Voting Securities beneficially owned by it are voted in the identical percentages as are all Investment Voting Securities which are beneficially owned by Reliance Entity and which are voted with respect to any particular Stockholder Issue.
No Reliance Entity has incurred any Liability, except for Liabilities (a) incurred in the Ordinary Course since December 31, 2017, (b) incurred in connection with this Agreement and the transactions contemplated hereby, or (c) that are accrued or reserved against in the consolidated balance sheet of Reliance as of December 31, 2017 included in the Reliance Financial Statements at and for the period ending December 31, 2017.
No Reliance Entity is in Default under any of its Intellectual Property licenses.
The Parties acknowledge and agree that the affairs of the Authority will be implemented through various documents duly adopted by the Board through Board resolution and minute action.