Passive Investor. For a period of two years from the Closing, none of the SCA Parties will take any action to participate in the formulation, determination or direction of the basic business decisions of any of the XL Parties.
Passive Investor. Notwithstanding the provisions of Section 9.1(a) and Section 9.2(b), but specifically subject to the provisions of Section 9.3(a) (relating to the 21% Limitation), if, at any time during the term of this Agreement, one or more Alcoa Members desire to Transfer a portion of their Interests that is a nine percent (9%) or less Percentage Interest in the Company to an investor who will not be entitled to manage or bind the Company nor be represented on any Affiliate boards, consent to such Transfer by the Alumina Members shall not be required and such Alcoa Member(s) shall not be required to make any Offer to the other Members as described in Section 9.3(b). Such investor shall only receive business information about the Company that is required by the law governing the Company, as reflected in this Agreement, plus additional information as is believed reasonable by the Alcoa Members as being appropriate for the particular investor and consented to by the Alumina Members, which consent may be withheld in their sole discretion. Said investor shall be entitled to share in the distributions of the Company in proportion to its Percentage Interest in the Company. The applicable Alcoa Member(s) shall give not less than thirty (30) days prior written notice to the Alumina Members of their intent to so Transfer such part of their Interests, and upon such Transfer, the investor shall be admitted as a Member of the Company in accordance with the provisions of Section 9.1(a).
Passive Investor. Purchaser represents that Purchaser is acquiring the Shares and the Option without intention of participating in the formulation, determination or direction of the basic business decisions of the Corporation.
Passive Investor. Notwithstanding the provisions of this clause 7.1(a), if, at any time, AAH desires to Transfer a portion of its Interest that is a nine percent (9%) or less Percentage Interest in the Company to an investor who will not be entitled to manage or bind the Company nor be represented on the board of a Shareholder or on any Affiliate boards, consent to such Transfer by Alumina shall not be required and AAH shall not be required to make any Offer to the other Principal Shareholder as described in clause 7.3. Such investor shall only receive business information about the Company that is required by the law governing the Company, plus additional information as is believed reasonable by AAH as being appropriate for the particular investor and consented to by Alumina, which consent may be withheld in its sole discretion. Said investor shall be entitled to share in the distributions and/or dividends of the Company in proportion to its Percentage Interest in the Company. AAH shall give not less than thirty (30) days prior written notice to Alumina of its intent to so transfer such part of its Interest.
Passive Investor. 11 SECTION 5.
Passive Investor. The Purchaser is acquiring the Shares "solely for the purpose of investment" as such phrase is defined in 16 C.F.R. ss.
Passive Investor. For the purposes of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, it xx xxx xxxxxxxxx of the Purchaser to acquire the Shares and, upon conversion, redemption or the payment of dividends thereon, the Underlying Shares, solely for the purpose of investment (within the meaning of 16 C.F.R. Section 801.1(i)(1)), and the Purchaser has no intention of participating in or influencing the formulation, determination, or direction of the basic business decisions of the Company. After the issuance of the Shares, the Purchaser will not Beneficially Own ten percent (10%) or more of the Common Stock.
Passive Investor. PNC and its affiliates are acquiring the shares of Common Stock of the Company solely for investment purposes and shall not exercise or attempt to exercise any controlling influence over the business or affairs of the Company or any of its subsidiaries, as set forth in detail in Appendix B hereto.
Passive Investor. Notwithstanding the provisions of Section 9.1(a) hereof, but specifically subject to the provisions of Section 9.3(a) hereof (relating to the 21% Limitation), if, at any time during the term of this Agreement, ACOA and/or ASC desires to Transfer a portion of its Interest that is a nine percent (9%) or less Percentage Interest in the Company to an investor who will not be entitled to manage or bind the Company nor be represented on any Affiliate boards, consent to such Transfer by WMC-F and WMC-D shall not be required and ACOA and/or ASC, as appropriate, shall not be required to make any Offer to the other Members as described in Section 9.3(b) hereof. Such investor shall only receive business information about the Company that is required by the law governing the Company, as reflected in this Agreement, plus additional information as is believed reasonable by ACOA as being appropriate for the particular investor and consented to by WMC-F and WMC-D, which consents may be withheld in their sole discretion. Said investor shall be entitled to share in the distributions of the Company in proportion to its Percentage Interest in the Company. ACOA and/or ASC, as appropriate, shall give not less than thirty (30) days prior written notice to WMC-D and WMC-F of its intent to so Transfer such part of its Interest, and upon such Transfer, the investor shall be admitted as a Member of the Company in accordance with the provisions of Section 9.1(a) hereof.
Passive Investor. The Purchaser is acquiring the Shares "solely for the purpose of investment" as such phrase is defined in 16 C.F.R. Section 801.1(i)(1) and the Purchaser has no intention of participating in the formulation, determination or direction of the basic business decisions of the Company.
