Ownership Interest in the Company Sample Clauses

Ownership Interest in the Company. Other than by reason of this Agreement or the transactions contemplated hereby, neither Parent nor any of its affiliates is, or has been during the past three years, an "interested stockholder" of the Company, as that term is defined in Section 203 of the DGCL or a "related company," "an affiliate of a related company" or "an associated person of a related company," as those terms are defined in Article SIXTH of the Company's Amended and Restated Certificate of Incorporation.
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Ownership Interest in the Company. If for any reason the Employee’s employment is terminated during the Initial Term of this Agreement, Employee must sell back to the Company any ownership interest he has in the Company for the fair market value thereof. Fair market value shall be determined by the parties at least 10 days prior to termination and paid within 30 days of termination. If the parties cannot agree on the fair market value of Employee’s ownership interest, it shall be submitted to arbitration in accordance with the provisions of Paragraph 13 of this Agreement. This provision does not apply if the Company’s stock is publicly traded.
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Ownership Interest in the Company. Other than by reason of this Agreement or the transactions contemplated hereby, neither Purchaser nor any of its affiliates is, or has been at any time during the previous three (3) years,
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Ownership Interest in the Company. Other than by reason of this Agreement or the transactions contemplated hereby, neither Acquiror nor any of its affiliates is, or has been at any time during the previous three years, an "interested stockholder" of the Company, as that term is defined in Section 203 of the DGCL.
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Ownership Interest in the Company. Other than by reason of this Agreement or the transactions contemplated hereby, neither Parent nor any of its affiliates is an "interested stockholder" of the Company, as that term is defined in Section 14A:10A-3 of the NJBCA. Neither Parent nor any of its affiliates is the "beneficial owner" (as defined in the Company's Restated Certificate of Incorporation), directly or indirectly, of more than 5% of the outstanding shares of Company Common Stock .
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Ownership Interest in the Company. If for any reason the Employee’s employment is terminated during the Initial Term of this Agreement, Employee must sell back to the Company any ownership interest she has in the Company for the fair market value thereof. Fair market value should be determined by the parties at least 10 days prior to termination and paid within 30 days of termination. If the parties cannot agree on the fair market value of Employee’s ownership interest, it shall be submitted to arbitration in accordance with the provisions of Paragraph 13 of this Agreement. This provision does not apply if the Company’s stock is publicly traded. Employee has read and understood the foregoing and agrees to be bound thereby. Further, Employee has retained her own counsel to advise her concerning the terms and conditions of this Agreement. Xxx Xxx Tan Date: _________________, 2006 The foregoing was executed by the Employee in the presence of and accepted on behalf of the Company. Universal Power Group, Inc., a Texas corporation By: Xxxxx Xxxxxx, President and CEO Date: August 1, 2006 By: Xxxxx Xxxxxx-Xxxxx, Chief Financial Officer Date: __________________ , 2006 EMPLOYMENT AGREEMENT Xxxx Xxx Xxxxxxx Page 5 of 6 Exhibit A to Xxxx Xxx Xxxxxxx Employment Agreement with Universal Power Group, Inc., a Texas corporation Salary $161,200 annually. Vacation 4 weeks per year. Other Medical and other employee benefits comparable to that provided to all full time executive management of the Company. Duties Xxxx Xxx Xxxxxxx shall be the Secretary, Vice President of Business Development and Marketing of the Company. She shall perform and be responsible for those duties and obligations of the VP of Business Development and Marketing of the Company as set forth in the Bylaws of the Company. In addition, Xxxx Xxx Xxxxxxx shall perform those duties as may reasonably be assigned to her by the Board of Directors of the Company. Incentive Bonus In addition to her salary as set forth above and subject to the conditions set forth below, Xxxx Xxx Xxxxxxx may be paid an annual incentive bonus to be determined solely by the Board at the end of the year.
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Ownership Interest in the Company. (a) The CVRs shall not have any voting or dividend rights and shall not bear a stated rate of interest.
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Ownership Interest in the Company. As of the date hereof, without giving effect to the Exchange, you, together with the advisory accounts through which Fairholme Capital Management, L.L.C. (or any related or Affiliated (as such term is defined under Rule 405 under the Securities Act of 1933, as amended) person or persons, including, without limitation, those personal and family accounts of the managing member thereof) beneficially owns (within the meaning of Section 13(d) of the Exchange Act) Common Stock, or any Affiliates or any persons with whom you have formed a group (within the meaning of Section 13(d)(3) of the Exchange Act) (together, the “Restricted Persons”) beneficially own (as defined in Rule 13d-3 of the Exchange Act) in the aggregate 22,717,321 shares of the Company’s Common Stock. The Restricted Persons have not become the beneficial owner of 20% or more of the Company’s outstanding voting shares prior to the entering into of this letter agreement, and have not been the beneficial owner of 20% or more of the Company’s outstanding voting shares at any time within the three year period preceding the entering into of this letter agreement.
Sample 1
Ownership Interest in the Company. The Seller legally and beneficially owns the Ownership Interest, free and clear of any Encumbrances. At the Completion, the Purchaser shall acquire good, valid and marketable title to the Ownership Interest free and clear of any Encumbrances. Upon consummation of the Completion, the Purchaser will have acquired from the Seller good and valid title to the Ownership Interest, free and clear of all Encumbrances, and the Ownership Interest will constitute 100% of the total Equity Interest of the Company on a fully diluted basis. The Seller is not a party to any shareholder agreement, voting agreement, subscription agreement, or repurchase or redemption agreement with respect to the Ownership Interest, or any other contract pertaining to the payment of dividends, preemptive rights, capital contributions, director nomination, drag-along, anti-dilution, registration rights, rights of first refusal or other transfer restrictions, or any other rights or obligations with respect to the Ownership Interest.
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Related to Ownership Interest in the Company

  • Ownership of the General Partner Interest in the Partnership The General Partner is the sole general partner of the Partnership with a 2% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, the General Partner owns its general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws).

  • General Partnership Interest A number of Partnership Units held by the General Partner equal to one percent (1%) of all outstanding Partnership Units shall be deemed to be the General Partner Partnership Units and shall be the General Partnership Interest. All other Partnership Units held by the General Partner shall be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership.

  • Ownership Interest 41 Pass-Through Rate............................................................41

  • Ownership Interest, Etc The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (for the benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (for the benefit of the Purchasers) as the Administrator, may reasonably request.

  • Designation of Interests in the REMICs The Depositor hereby designates the Classes of Senior Certificates (other than the Class CB-IO, Class PO, Class SES, Class 1-A-R and Class 1-A-LR Certificates) and the Classes of Class 30-B Certificates, the Classes of Class 4-B Certificates and each Component as "regular interests" and the Class 1-A-R Certificate as the single class of "residual interest" in the Upper-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Depositor hereby further designates the Class 1-LA Interest, Class 1-LB Interest, Class 1-LPO Interest, Class 1-LWIO Interest, Class 1-LSES Interest, Class 2-LA Interest, Class 2-LB Interest, Class 2-LPO Interest, Class 2-LWIO Interest, Class 2-LSES Interest, Class 3-LA Interest, Class 3-LB Interest, Class 3-LPO Interest, Class 3-LWIO Interest, Class 3-LSES Interest, Class 4-LA Interest, Class 4-LB Interest, Class 4-LPO Interest, Class 4-LWIO Interest and Class 4-LSES Interest as classes of "regular interests" and the Class 1-A-LR Certificate as the single class of "residual interest" in the Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Stockholder, and Parent and Merger Sub shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct Stockholder in the voting of any of the Shares, except as otherwise provided herein.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Not a U.S. Real Property Holding Corporation The Acquiror Company is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

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