13D Group Sample Clauses

13D Group. 13D Group shall mean any group of Persons who, with respect to the acquiring, holding, voting or disposing of Voting Securities would, assuming ownership of the requisite percentage thereof, be required under Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder to file a statement on Schedule 13D with the SEC as a “person” within the meaning of Section 13(d)(3) of the Exchange Act, or who would be considered a “person” under Section 13(g)(3) of the Exchange Act. 382 Affiliate. 382 Affiliate shall have the meaning set forth in Section 2.01 hereof.
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13D Group. The term "13D Group" shall mean any group of persons formed for the purpose of acquiring, holding, voting or disposing of Voting Securities which would be required under Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder to file a statement on Schedule 13D with the Securities and Exchange Commission if such group beneficially owned Voting Securities representing more than 5% of the total combined voting power of all Voting Securities then outstanding.
Sample 1
13D Group. Each Investor represents that it is not affiliated with any --------- other Investor and that with respect to the Voting Securities (as defined below) of the Company, such Investor shall not be deemed to be part of a group of persons with any other Investor ("13D Group") that was formed for the purpose of --------- acquiring, holding, voting or disposing of such Voting Securities which would require, under Section 13(d) of the 1934 Act and the rules and regulations thereunder, such Investor to file a statement on Schedule 13D with the SEC as a "person" within the meaning of Section 13(d)(3) of the 1934 Act if such ------ Investors beneficially owned Voting Securities representing more than 5% of the total combined voting power of all such Voting Securities then outstanding.
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13D Group. HGM and the Stockholders each acknowledge and agree that HGM and each Stockholder shall be deemed a member of a 13D Group. Each Stockholder shall provide HGM with written notice as soon as reasonably practicable, but in any event, no less than two (2) days prior to any action or inaction by such Stockholder that would require the 13D Group to make a filing with the U.S. Securities and Exchange Commission (the “SEC”). For purposes hereof, “13D Group” shall mean any group of persons formed for the purpose of acquiring, holding, voting or disposing of Shares of the Company which would be required under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), to file a statement on Schedule 13D pursuant to Rule 13d-l(a) or Schedule 13G pursuant to Rule 13d-1(c) with the SEC as a “person” within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Shares of Exela representing more than 5% of any class of Shares of Exela then outstanding.
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Related to 13D Group

  • Affiliated Group The term “Affiliated Group” shall mean any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign law.

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

  • Acting Jointly or in Concert For the purposes of this Agreement, a Person is acting jointly or in concert with every Person who is a party to an agreement, commitment or understanding, whether formal or informal and whether or not in writing, with the first Person or any Associate or Affiliate of the first Person to acquire or make an Offer to Acquire Voting Shares (other than customary agreements with and between underwriters or banking group members or selling group members with respect to a distribution of securities or to a pledge of securities in the ordinary course of business).

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Disadvantaged Business Enterprise To the extent authorized by applicable federal laws, regulations, or requirements, the Recipient agrees to facilitate, and assures that each Third Party Participant will facilitate, participation by small business concerns owned and controlled by socially and economically disadvantaged individuals, also referred to as “Disadvantaged Business Enterprises” (DBEs), in the Underlying Agreement as follows:

  • DISADVANTAGED BUSINESS ENTERPRISES In connection with the performance of this Agreement, the Municipality/Sponsor shall cause its contractors to cooperate with the State in meeting its commitments and goals with regard to the utilization of Disadvantaged Business Enterprises (DBEs) and will use its best efforts to ensure that DBEs will have opportunity to compete for subcontract work under this Agreement. Also, in this connection the Municipality or Municipality/Sponsor shall cause its contractors to undertake such actions as may be necessary to comply with 49 CFR Part 26. As a sub-recipient under 49 CFR Part 26.13, the Municipality/Sponsor hereby makes the following assurance. The Municipality/Sponsor shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any United States Department of Transportation (USDOT)-assisted contract or in the administration of its Disadvantaged Business Enterprise (DBE) program or the requirements of 49 CFR Part 26. The Municipality/Sponsor shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of the United States Department of Transportation-assisted contracts. The New York State Department of Transportation’s DBE program, as required by 49 CFR Part 26 and as approved by the United States Department of Transportation, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the recipient of its failure to carry out its approved program, the USDOT may impose sanctions as provided for under part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.).

  • Group A series of commodities with applicable commodity codes which are described in Attachment A under Price Sheet.

  • Minority Business Enterprise The Recipient shall comply with the minority business requirements pursuant to Section 164.07(A) of the Revised Code and rule 164-1-32 of the Administrative Code when making direct purchases of equipment, materials or supplies.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Interested Person 2 (l) Investment Adviser.............................................. 2 (m) Series.......................................................... 2

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