Affiliates of Company Sample Clauses

Affiliates of Company. The Persons named in Section 5.3(e) to the Company Disclosure Schedule are, to Company's Knowledge, the only Persons who may be deemed Affiliates of Company under Rule 145 of the 1933 Act. Each person in Section 5.3(e) to the Company Disclosure Schedule has executed a written agreement substantially in the form of Exhibit B. At least 30 days prior to the Effective Date, Company shall deliver to Parent a list of names and addresses of those Persons who were, in Company's reasonable judgment, at the record date for the Company's Shareholders' Meeting, affiliates of Company within the meaning of Rule 145 of the 1933 Act (each such person, "Company Affiliate"). Company shall use all reasonable efforts to deliver or cause to be delivered to the Parent, prior to the Effective Date, from each of the Company Affiliates identified in the foregoing list, a written agreement substantially in the form of Exhibit B.
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Affiliates of Company. Company reserves the right, upon written notice to Distributor to assign to any company affiliated with Company (herein called “Company Affiliate”) responsibility for filling orders for Company Products or Spare Parts from Distributor. Distributor agrees to place orders with such Company Affiliate, and make payment as above in accordance with such notice. Sales made by such Company Affiliate pursuant to this Section shall be deemed to be sales of Company Products or Spare Parts made to Distributor hereunder.
Sample 1
Affiliates of Company. (a) At least 30 days prior to the Closing Date, Company shall deliver to Parent a list of names and addresses of those persons who were, in the Company's reasonable judgment, at the record date for its shareholders meeting to approve the Merger, "affiliates" of Company within the meaning of Rule 145 under the Securities Act (each such person, a "Rule 145 Affiliate"). Company shall provide Parent such information and documents as Parent shall reasonably request for purposes of reviewing such list. Company shall use all reasonable efforts to cause each of the Rule 145 Affiliates to deliver to Parent, prior to the Closing Date, a written agreement (an "Affiliate Agreement"), in form reasonably acceptable to Parent, to the effect that such person will not offer to sell, sell or otherwise dispose of any shares of Surviving Corporation Common Stock issued in the Merger except pursuant to an effective registration statement, or in compliance with Rule 145, as amended from time to time, or in a transaction which, in the opinion of legal counsel satisfactory to the Surviving Corporation, is exempt from the registration requirements of the Securities Act. The Surviving Corporation shall be entitled to place legends as specified in such Affiliate Agreements on the certificates evidencing any shares of Surviving Corporation Common Stock to be received by such Rule 145 Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the shares of Surviving Corporation Common Stock, consistent with the terms of such Affiliate Agreements.
Sample 1
Affiliates of Company. Prior to the Closing Date, the Company shall deliver to PTI a letter identifying all Persons who are, at the time this Agreement is submitted for approval to the Company’s Shareholders, “affiliates” of the Company (including all directors of the Company and the Shareholders identified on Section 7.11 of the Company Disclosure Schedule) for purposes of Rule 145 under the 1933 Act. The Company shall use reasonable efforts to cause each such Person to deliver to PTI on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit 7.11.
Sample 1

Related to Affiliates of Company

  • Subsidiaries and Affiliates of Borrower To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates.

  • Affiliates and Subsidiaries Borrower's affiliates and subsidiaries (those entities in which Borrower has either a controlling interest or at least a 25% ownership interest) and their addresses, and the names of Borrower's principal shareholders, are as provided on a schedule delivered to Bank on or before the date of this Agreement.

  • Affiliates The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

  • Affiliates etc The Depositary reserves the right to utilize and retain a division or Affiliate(s) of the Depositary to direct, manage and/or execute any public and/or private sale of Shares, rights, securities, property or other entitlements hereunder and to engage in the conversion of Foreign Currency hereunder. It is anticipated that such division and/or Affiliate(s) will charge the Depositary a fee and/or commission in connection with each such transaction, and seek reimbursement of its costs and expenses related thereto. Such fees/commissions, costs and expenses, shall be deducted from amounts distributed hereunder and shall not be deemed to be fees of the Depositary under Article (9) of the Receipt or otherwise. Persons are advised that in converting foreign currency into U.S. dollars the Depositary may utilize Deutsche Bank AG or its affiliates (collectively, “DBAG”) to effect such conversion by seeking to enter into a foreign exchange (“FX”) transaction with DBAG. When converting currency, the Depositary is not acting as a fiduciary for the holders or beneficial owners of depositary receipts or any other person. Moreover, in executing FX transactions, DBAG will be acting in a principal capacity, and not as agent, fiduciary or broker, and may hold positions for its own account that are the same, similar, different or opposite to the positions of its customers, including the Depositary. When the Depositary seeks to execute an FX transaction to accomplish such conversion, customers should be aware that DBAG is a global dealer in FX for a full range of FX products and, as a result, the rate obtained in connection with any requested foreign currency conversion may be impacted by DBAG executing FX transactions for its own account or with another customer. In addition, in order to source liquidity for any FX transaction relating to any foreign currency conversion, DBAG may internally share economic terms relating to the relevant FX transaction with persons acting in a sales or trading capacity for DBAG or one of its agents. DBAG may charge fees and/or commissions to the Depositary or add a xxxx-up in connection with such conversions, which are reflected in the rate at which the foreign currency will be converted into U.S. dollars. The Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs.

  • Affiliates Letters Parent shall have received an Affiliates Letter from each Person identified as an affiliate of the Company pursuant to Section 6.8.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Affiliates and Third Parties If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party when performing a Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.10, and this Agreement is intended to benefit the Affiliate or third party. The Affiliate or third party may enforce the PII related terms of this Section 4.10 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

  • Transfer to Affiliates For the avoidance of doubt, transfer of employment among the Company and any of its Affiliates shall not constitute a termination of employment for purposes of this Award.

  • Affiliates Agreements Concurrently with the execution of this --------------------- Agreement, GBB shall have received from each person named in the letter or otherwise referred to in Section 6.9 an executed copy of an agreement substantially in the form on Exhibit B hereto. ---------

  • Ventures, Subsidiaries and Affiliates; Outstanding Stock Except as set forth in Schedule 3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrower and Subsidiaries of the Borrower, those in favor of Administrative Agent, for the benefit of the Secured Parties. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party (other than Holdings), each Subsidiary of each Credit Party and, as of the Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19 (as supplemented from time to time), there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 (as supplemented from time to time) is a true and complete organizational chart of Holdings and all of its Subsidiaries as of the Closing Date, which the Credit Parties shall update as necessary to reflect any changes thereto by notice to Administrative Agent promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary.

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