No Existing Stockholder Sample Clauses

No Existing Stockholder may Transfer its rights under this Agreement without the prior written consent of the Corporation and the Existing Stockholders Representative; provided, however, that the rights hereunder may be freely assigned by any Sponsor Stockholder to (i) any Affiliate of such Sponsor Stockholder, (ii) another Sponsor Stockholder or (iii) any Permitted Transferee (provided that with respect to Sovereign Co-Invest LLC, such rights may be assigned or distributed by Sovereign Co-Invest LLC to any of its members as long as such Persons satisfy the requirements of clauses (ii) and (iii) of the definition of Permitted Transferee), in each case, so long as the Corporation receives notice of such proposed assignment no later than five (5) days prior to the effective date of such assignment and such transferee has executed and delivered, or, prior to the effectiveness of such assignment, executes and delivers, (A) a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by all provisions of this Agreement and (B) such forms or other information as the Corporation may reasonably require for purposes of Section 7.10. Notwithstanding the foregoing, (i) Persons who hold, directly or indirectly, less than 50% of the economic interests in an Existing Stockholder shall not be deemed an Affiliate of such Existing Stockholder for purposes of this Section 7.06(b) and (ii) no Existing Stockholder shall avoid the provisions of this Section 7.06(b) by making one or more Transfers to one or more Affiliates and then disposing of all or any portion of such Existing Stockholder’s interest in any such Affiliates.
Sample 1
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Related to No Existing Stockholder

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Overseas Shareholders The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The availability of the Acquisition to Xxxx Xxxxx Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their Xxxx Xxxxx Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the Financial Conduct Authority. Further details in relation to Overseas Shareholders will be contained in the Scheme Document. This Announcement does not constitute a prospectus or prospectus equivalent document.

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • Investor 2.1 The Investor, by following a Strategy of a Strategy Provider, hereby agrees to the following:

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

  • Representations and Warranties by the Selling Shareholder The Selling Shareholder represents and warrants to, and agrees with, the Company, the Winning Bidder(s) and each Placement Agent at each Representation Date as follows:

  • Independent Entity 17.10.1 The SPD shall be an independent entity performing its obligations pursuant to the Agreement.

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Purchaser 2.1 Full Name:

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