FMR Corp Sample Clauses

FMR Corp. (“FMR”), a Delaware corporation, and any subsidiary undertaking of FMR from time to time (FMR and its subsidiary undertakings being the “FMR Group”); (3) any director,
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FMR Corp together with its Affiliates and Associates, but only for so long as FMR Corp., together with all of its Affiliates and Associates, shall be the Beneficial Owner of less than 20% of the Voting Stock of the Company then outstanding. Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person" as defined pursuant to the foregoing provisions of this paragraph (a) has become such inadvertently, and such Person divests as promptly as practicable (as determined in good faith by the Board of Directors) a sufficient number of shares of Common Stock so that such Person would no longer be an "Acquiring Person" as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed an "Acquiring Person" for any purposes of this Rights Agreement.
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FMR Corp. (“FMR”), a Delaware corporation, and any subsidiary undertaking of FMR from time to time (FMR and its subsidiary undertakings being the “FMR Group”); (3) any director, officer, employee or shareholder of the FIL Group and/or the FMR Group or members of his family and any company, trust, partnership or other entity (“Entities”) formed for his or any of their benefit from time to time (any or all of such individuals and Entities being the “Closely Related Shareholders”); (4) any Entity controlled by Closely Related Shareholders where “control” shall mean the power to direct the management and policies or appoint or remove members of the board of directors or other governing body of the Entity, directly or indirectly, whether through the ownership of voting securities, contract or otherwise, and “controlled” shall be construed accordingly; and (5) any affiliate of any member of the FIL Group and/or the FMR Group (where “affiliate” means any Entity controlled by any combination of any Closely Related Shareholders and any member of the Group and/or the FMR Group, and includes the officers, partners and directors of any affiliate);
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FMR Corp. (“FMR”), a Delaware corporation, and any subsidiary undertaking of FMR from time to time (FMR and its subsidiary undertakings being the “FMR Group”); (3) any director, officer, employee or shareholder of the FIL Group and/or the FMR Group or members of his family and any company, trust, partnership or other entity (“Fidelity Entities”) formed for his or any of their benefit from time to time (any or all of such individuals and Fidelity Entities being the “Closely Related Shareholders”); (4) any Fidelity Entity controlled by Closely Related Shareholders where “control” shall mean the power to direct the management and policies or appoint or remove members of the board of directors or other governing body of the Fidelity Entity, directly or indirectly, whether through the ownership of voting securities, contract or otherwise, and “controlled” shall be construed accordingly; and (5) any affiliate of any member of the FIL Group and/or the FMR Group (where “affiliate” means any Fidelity Entity controlled by any combination of any Closely Related Shareholders and any member of the FIL Group and/or the FMR Group, and includes the officers, partners and directors of any affiliate). For the purpose of this Agreement, “Affiliate” means (a) in relation to any individual other than a Founder, the immediate family of such individual or any entity controlled by such individual, (b) in relation to a Founder or Founder Holdco, the immediate family of such Founder or any entity wholly owned by such Founder or Founder Holdco (whether by himself or together with other Founders), and (c) in relation to any legal person, any other person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the specified person; provided that, for the purpose of this Section 4, the “Affiliate” of any Selling Shareholder other than any Founder or Founder Holdco shall mean (x) any person in which such Selling Shareholder directly or indirectly owns the voting of more than 75% of the total outstanding equity interest, (y) any person which directly or indirectly owns the voting of more than 75% of the total outstanding equity interest in such Selling Shareholder, or (z) any person which is under the common control with the Selling Shareholder by any other person which directly or indirectly owns the voting of more than 75% of the total equity interest in both such person and such Selling Shareholder. For purposes of this definit...
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FMR Corp. 28 2.32 Digital Island, Inc........................................... 28 2.33
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FMR Corp. Pursuant to the Software Purchase Agreement entered into -------- with FMR Corp. dated September 29, 1998 ("Software Purchase Agreement"), the Company has (i) complied with all of its obligations under the Software Purchase Agreement; and (ii) fulfilled all of its delivery obligations under Section 4.1(a) of the Software Purchase Agreement such that Fidelity's Repurchase Option under Section 4.1(b) of the Software Purchase Agreement has not and will not take effect.
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FMR Corp. ("FMR") is a Massachusetts corporation with a business address of 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Two wholly-owned subsidiaries of FMR beneficially own an aggregate of 17,402,318 shares of Hilton common stock and members of the family of Xxxxxx X. Xxxxxxx 3rd, Chairman of FMR, may be deemed, under the Investment Company Act of 1940, as amended, to form a controlling group with respect to FMR. (9) The Prudential Insurance Company of America is a New Jersey corporation with a business address of 000 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000. 36 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS TRANSACTIONS WITH BEC/HILTON AND AFFILIATES In August 1996, the Company sold Paris Casino Corp. (an indirect wholly owned subsidiary that owns 24 acres of land next to Bally's Las Vegas upon which the Paris Casino-Resort is planned to be developed) to BEC for consideration having an aggregate value of $57.5 million ($17.5 million in cash and 1,457,195 shares of BEC common stock which were converted into 1,457,195 shares of Hilton common stock in the Merger). In addition, BEC reimbursed the Company for Paris Casino-Resort development costs incurred to date and certain transaction-related costs, and granted the Company certain operating considerations pursuant to a shared facilities agreement. The transaction was negotiated and approved by an independent Special Committee of the Board of Directors of the Company consisting of Xx. XxXxxxxx, Xx. Xxxxxxx and Xx. Xxxxxxx. The Special Committee retained independent legal counsel and financial advisors in connection with the evaluation and negotiation of the transaction. Pursuant to the Management Agreement, the Manager provides certain management and administrative services to the Company and BEC/Hilton licenses, on a non-exclusive basis, the use of the "Bally" name and certain computer software to the Company for an annual fee of $3,000,000 payable in monthly installments. The initial term of the Management Agreement is ten years. The Management Agreement will be automatically renewed from year to year unless notice of intent not to renew is given at least six months prior to the expiration of the initial term or any subsequent term or in the event that Bally's Las Vegas is sold. Property, general liability and other insurance coverage has been obtained by BEC for the Company. BEC paid insurance premiums for itself and its subsidiaries (including the Company) and allocated these premiums among those par...
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FMR Corp guarantied the payment by its corporate affiliate members of amounts due pursuant to their Contribution Agreement by that certain Guaranty Agreement - FMR Corp. dated December 14, 1995 (the "FMR Guaranty"). State Street Boston Corporation guarantied the payment by its corporate affiliate member of amounts due pursuant to its Contribution Agreement by that certain Guaranty Agreement - State Street Boston Corporation dated December 14, 1995 (the "State Street Guaranty").
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Related to FMR Corp

  • Successor Corporation When a successor corporation assumes all the obligations of its predecessor under the Securities and the Indenture, the predecessor corporation will be released from those obligations.

  • Successor Corporations A corporation into which an Agent is merged or converted or with which it is consolidated or that results from a merger, conversion or consolidation to which it is a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without further formality. The Agent concerned shall forthwith notify such an event to the other parties to this Agreement.

  • Successor Corporation Substituted Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the "Company" shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the Company's assets that meets the requirements of Section 5.01 hereof.

  • Successor Corporation to Be Substituted In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and may thereafter exercise every right and power of the Company under this Indenture. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • Successor Companies In the case of the amalgamation, consolidation, arrangement, merger or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to or with another person (a "successor company"), the successor company resulting from the amalgamation, consolidation, arrangement, merger or transfer (if not the Company) shall be bound by the provisions hereof and all obligations for the due and punctual performance and observance of each and every covenant and obligation contained in this Indenture to be performed by the Company and the successor company shall by supplemental indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, expressly assume those obligations.

  • Successor Entities In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to or with another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed and observed by the Corporation.

  • Subsidiaries and Predecessor Corporations The Company does not have any predecessor corporation(s) or subsidiaries, and does not own, beneficially or of record, any shares of any other corporation.

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Official Acts by Successor Corporation Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or Officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation or other entity that shall at the time be the lawful sole successor of the Company.

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