Key Principals Sample Clauses

Key Principals. The definitions of “Key Principals” and “Borrower Representative” and all references to such terms in the Loan Agreement are hereby deleted in their entirety.
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Key Principals. Xxxxxx X. Xxxxxxxx, III, an individual, hereby covenants that he shall at all times during the term of this Agreement, if alive, be an active member of Solomon and collectively hold at least a fifty-one percent (51%) equity interest in Solomon and maintain decision making control with respect to Solomon, unless Owner consents to a lesser interest, which consent may be granted or withheld in Owner’s sole and absolute discretion. Notwithstanding the foregoing, in the event that Xxxxxx X. Xxxxxxxx, III elects to sell, assign or otherwise transfer any of his interest in Solomon, such that he no longer holds at least a fifty-one percent (51%) equity interest in Solomon or does not maintain decision making control over Solomon, then Owner shall not unreasonably withhold its consent to such sale, assignment or transfer provided (a) no uncured Event of Default by Solomon then exists, (b) Xxxxxx X. Xxxxxxxx, III gives Landlord prior written notice of such sale or assignment, (c) such purchaser, assignee, or transferee shall be a natural person who shall hold and maintain decision making control with respect to Solomon, (d) such assignee, transferee or purchaser has the same or greater financial net worth as Xxxxxx X. Xxxxxxxx, III (e) such assignee, transferee or purchaser has a demonstrated history of developing facilities comparable to the Project in the State of Georgia, (f) such assignee, transferee or purchaser is not, in Owner’s reasonable discretion, a person known in the community as being of bad moral character, or who has been convicted of a felony in any state or federal court, (g) such assignee, transferee or purchaser is not currently in default with respect to any agreement with Owner or affiliate or subsidiary of Owner, and (h) such assignee, transferee or purchaser, or any entity owned or affiliated with such person, is not currently involved in any dispute and/or litigation with Owner or any of its affiliates or subsidiaries. If all conditions (a) through (h) above are satisfied, then Xxxxxx X. Xxxxxxxx, III shall be released of any further liabilities or obligations under this Agreement. Any sale, assignment or transfer of Xxxxxx X. Xxxxxxxx, III’s interest in Solomon without the prior written consent of Owner shall be voidable at Owner’s option.
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Key Principals s/ Xxxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx /s/ Xxxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx The exhibits and schedules to the Asset Purchase Agreement are listed below. Upon request, Warwick Valley Telephone Company will furnish supplementally a copy of any schedule or exhibit to the Securities and Exchange Commission.
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Key Principals. If any Key Principal (or any replacement(s) approved by Värde in writing, which approval shall not be unreasonably withheld, conditioned or delayed) shall fail to have a material managerial or administrative role in the transactions contemplated by this Agreement.
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Key Principals. Key Principal Notice Address Percentage ---------------------------------------------------------------------------------------------------------------------------------- Whitehall LP 85 Broad Street 00.0% Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxx: Xxxxx Xxxxxxxxx Officer Fax: 212-357-5505 ---------------------------------------------------------------------------------------------------------------------------------- Rockefeller c/o Richard E. Salomon 0.0000% Room 5600 30 Rockefeller Plaza New Yorx, Xxx Xxxx 00000 Xxx: 000-000-0000 with a copy to: Milbank Tweed Hadley & McCloy One Chase Manhattan Pxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxx: Xxxxx Xxxxxx Fax: 212-530-5200 ---------------------------------------------------------------------------------------------------------------------------------- Tishman Speyer 520 Madison Avenue 0.0000% Xxx Xxxx, Xxx Xxxx 00000 Xxxx: Xxxxx X. Xxxxxx Fax: 212-319-0000 with a copy to: Davis Polk & Wardwell 450 Lexxxxxxx Xxenux New Yorx, Xxx Xxxx 00000 Xxxx: Xxxxxx X. Xxxx, Xx. Fax: 212-000-0000 ----------------------------------------------------------------------------------------------------------------------------------
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Key Principals. Xxxxx X. Xxxxxxxx, Xxxxxxxx Xxxxxx and Xxxxxxxx X’Xxxxxx. Leases: all leases and other agreements or arrangements heretofore or hereafter entered into affecting the use, enjoyment or occupancy of, or the conduct of any activity upon or in, the Property or the Improvements, including any guarantees, extensions, renewals, modifications or amendments thereof and all additional remainders, reversions and other rights and estates appurtenant thereunder.
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Key Principals. Xxxxxx Xxxxxxxxx.
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Key Principals. While further analysis and community input will be necessary to determine the precise nature (i.e., whether it is a community foundation, a public benefit corporation, etc.) and the role of the BVHP Representative Entity, as well as its relationship to the Agency, the BVHP Representative Entity will be formed according to the following key principles:
Sample 1

Related to Key Principals

  • Subsidiaries and Owners; Investment Companies Schedule 6.1.2 states (i) the name of each of the Company’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in the Borrowers, the amount, percentage and type of such equity interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii) (collectively the “Equity Interests”). Each of the Borrowers and each Subsidiary of the Borrowers has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control”.

  • Subsidiaries; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • Equity Ownership; Subsidiaries All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and (except with respect to the Company) free and clear of all Liens, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities of each Loan Party as of the Closing Date. All of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company and is set forth on Schedule 9.8. Except for certain Dormant Entities, the Company has no Subsidiaries that are not Wholly-Owned Subsidiaries. As of the Closing Date, except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party.

  • 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.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Investment Companies No Restricted Entity or Affiliate thereof is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

  • Portfolio Companies The Company has duly authorized, executed and delivered any agreements pursuant to which it made the investments described in the Prospectus under the caption “Portfolio Companies” (each a “Portfolio Company Agreement”). To the Company’s knowledge, except as otherwise disclosed in the Prospectus, each Portfolio Company is current, in all material respects, with all its obligations under the applicable Portfolio Company Agreements, no event of default (or a default which with the giving of notice or the passage of time would become an event of default) has occurred under such agreements, except to the extent that any such failure to be current in its obligations and any such default would not reasonably be expected to result in a Material Adverse Change.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

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