Participation in the Company Sample Clauses

Participation in the Company. 6.1 Initial Members 14 6.2 Sharing Percentages 14
Sample 1
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Participation in the Company. The Parties hereby acknowledge and agree that the terms and conditions of the sale, transfer and delivery of the Company Shares to AUL, being a wholly-owned subsidiary of Asiarim as set forth in the Participation Agreement shall be integrally replaced by the following terms and conditions: 1.1 Reunite hereby sells and transfers to AUL and AUL hereby purchases and acquires from Reunite, one hundred eighty (180) shares in the share capital of the Company, representing all outstanding shares in the capital of the Company. 1.2 Van Wijhe hereby sells and transfers to AUL and AUL hereby purchases and acquires from Van Wijhe, the rights on the issuance and delivery of seventy (70) shares in the share capital of the Company. 1.3 Van Os hereby sells and transfers to AUL and AUL hereby purchases and acquires from Van Os, the rights on the issuance and delivery of seventy (70) shares in the share capital of the Company; 1.4 Each of Reunite, Van Wijhe and Van Os hereby warrant and represent to AUL with respect to the respective (rights on) Company Shares held by each of them, that: (i) they have the rights and the (corporate) authorities to sell and transfer the full legal title to and the full beneficial interest in their respective share interest to AUL in accordance with the terms and conditions of this Agreement; (ii) there are no agreements, arrangements or options under which any person may now or at any time call for the sale or transfer of their respective Company Shares and that their respective (rights on the issuance and delivery of the) Company Shares are free from any encumbrance or whatsoever. 1.5 The total purchase price amounts to fifteen million five hundred twenty thousand (15,520,000) shares, par value $0.001, in the capital stock of Asiarim, in respect to this transaction totally valued at one hundred fifty five thousand two hundred (155,200) United States Dollars or $0.01 per share. Eleven million twenty thousand (11,020,000) shares have already been delivered to various parties acknowledged and assigned by Reunite, Van Wijhe and Van Os respectively. The remaining balance of four million five hundred thousand (4,500,000) shares, valued at forty five thousand (45,000) United States Dollars or $0.01 per share, shall be issued and delivered by Asiarim for and on behalf of AUL as follows: (i) One million five hundred thousand (1,500,000) shares shall be issued and delivered by Asiarim to one or more parties to be acknowledged and assigned by Reunite; ...
Sample 1
Participation in the Company. 1.1. Asiarim and the Company shall procure that (the board of directors of) the Company shall issue and deliver new shares in the share capital of the Company in such a manner that the total outstanding share capital of the Company shall amount to ten thousand (10,000) Hong Kong Dollars, divided in ten thousand (10,000) shares, par value HKD 1. The new shares shall be issued and delivered in such a manner that each of the Parties will hold the following: (i) Five thousand one hundred (5,100) shares, or fifty one percent (51%) of the outstanding shares in the Company, shall be held by Asiarim; (ii) Four thousand nine hundred (4,900) shares, or forty nine percent (49%) of the outstanding shares in the Company, shall be held by Ascenda. 1.2. The above mentioned shares shall be issued and delivered to the Parties on any date within thirty (30) days from the date of this Agreement (hereinafter called: the "Closing Date"). 1.3. Each of the Parties shall pay-in the nominal value of one (1) Hong Kong Dollar per share with respect to the shares to be delivered to them on or before the Closing Date. 2. Participation(s)
Sample 1
Participation in the Company 
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Related to Participation in the Company

  • Sub-participation A Lender may sub-participate all or any part of its rights and/or obligations under the Security Documents at its own expense without the consent of, consultation with or notice to, the Borrowers.

  • Participation in Litigation Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the Company’s Knowledge on the one hand and Parent’s Knowledge on the other hand, threatened against such party which relate to this Agreement and the transactions contemplated hereby. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated hereby, and no such litigation shall be settled without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

  • Participation in Benefit Plans The Executive shall be eligible to participate in the employee benefit plans and programs maintained by the Company from time to time for its executives, or for its employees generally, including without limitation any life, medical, dental, accidental and disability insurance and profit sharing, pension, retirement, savings, stock option, incentive stock and deferred compensation plans, in accordance with the terms and conditions as in effect from time to time.

  • No Participation in Management No Limited Partner (other than a General Partner if it has acquired an interest of a Limited Partner) shall take part in the management of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership.

  • Participation in Plans Notwithstanding any other provision of this Agreement, the Executive shall have the right to participate in any and all of the plans or programs made available by the Company (or it subsidiaries, divisions or affiliates) to, or for the benefit of, executives (including the annual stock option and restricted stock grant programs) or employees in general, on a basis consistent with other senior executives.

  • Participation in Future Financing (a) From the date hereof until the date that is the 12 month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

  • Participation in Registrations (a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement.

  • Participations and Assignments (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans and also such Lender’s Pro Rata Share of the Term Loan, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender (provided that no assignment shall be made to any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) and (y) the consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).

  • Joint Participation The parties hereto participated jointly in the negotiation and preparation of this Release, and each party has had the opportunity to obtain the advice of legal counsel and to review and comment upon the Release. Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. This Release shall be construed as if the parties jointly prepared this Release, and any uncertainty or ambiguity shall not be interpreted against one party and in favor of the other.

  • Successors and Assigns; Participations; Purchasing Lenders (a) This Agreement shall be binding upon and inure to the benefit of the Company, the Lenders, the Agents, all future holders of the Loans, and their respective successors and assigns, except that the Company may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender.

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