Related Party Transaction. Other than disclosed in the SEC Documents, there are no material transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions between the Company or any Group Companies, on the one hand, and the Company, any current or former director or executive officer of the Company or any Group Companies or any person who Beneficially Owns 5% or more of the Common Shares (or any of such person’s immediate family members or Affiliates) (other than Group Companies), on the other hand.
Related Party Transaction. The Board of Directors of the Company (or an authorized committee thereof) (the “Board”) has reviewed the transactions contemplated hereby with respect to any “related party transaction,” including for purposes of the Delaware General Corporation Law and the applicable rules of Nasdaq, and has approved any such transaction consistent with the applicable standards.
Related Party Transaction. Enter into any transaction that would be required to be disclosed by the forbearing party pursuant to Item 404 of Regulation S-K promulgated under the Exchange Act.
Related Party Transaction. The entry by the Company into any transaction or series of transactions (or the termination, extension, continuation after expiry, renewal, amendment, variation or waiver of any term under agreement with respect to any transaction or series of transactions) with (w) any Person with a direct or indirect equity interest in the Company, (x) any Affiliate of the Company, (y) any director or officer of the Company or of any of the foregoing, and (z) any spouse, parent, sibling, child (natural or legally adopted) (and their respective spouses and children (as appropriate)) or Affiliate of such director or officer specified in clause (y).
Related Party Transaction. 1.4(c) Required Independent Approval........................................... 1.4(c)
Related Party Transaction. All transactions between Somerset Bank and any of its Affiliates (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons, and (c) did not involve more than the normal risk of collectability or present other unfavorable features. No loan or credit accommodation to any Affiliate of Somerset Bank or any Somerset Bank Subsidiary is presently in default or, during the three-year period prior to the date of this Agreement, has been in default or has been restructured, modified or extended. Neither Somerset Bank nor any Somerset Bank Subsidiary has been notified that principal and interest with respect to any such loan or other credit accommodation will not be paid when due or that the loan grade classification accorded such loan or credit accommodation by Somerset Bank is inappropriate.
Related Party Transaction. The Purchaser understands that the Company’s largest shareholder, Genesis Investment Funds Limited, is controlled by GCM, and this loan can be considered to be a related party transaction. Cogenco cannot offer any assurance that any funds lent to GCM will be sufficient to permit it, or any subsidiary or related entity of GCM, will be sufficient for GCM to carry on its planned business operations. Further, Cogenco cannot offer any assurance that GCA will be able to fully and timely repay any funds Cogenco may lend to GCA. Cogenco plans to loan the funds to GCM pursuant to the promissory note that is attached as an exhibit to this subscription agreement but, in general, Cogenco will have little ability to control GCM’s activities or operations. GCM has provided Cogenco and the Purchaser with copies of GCM’s most recent financial statements which reflect its financial condition and results of operations through its most current fiscal period. Furthermore, the Purchaser acknowledges that the terms of the loan were not negotiated at arms’-length. By purchasing Cogenco common stock, the Purchaser represents that he has discussed the investment and the use of funds with GCM as well as Cogenco, and further acknowledges and approves of the use of proceeds of the Purchaser’s investment.
Related Party Transaction. Currently there is no agreement or arrangement, whether it may be legally enforced or not, to which the Transferor is a party and whereby the incumbent or former directors of the Transferor or the Related Parties of the Transferor or of any of the said incumbent or former directors enjoy any interests and which may affect the Target Business or the Transferred Assets. Except for the transactions proposed hereunder or under other Transaction Documents and except as disclosed by the Disclosure Letter under the Equity Transfer Agreement, there is no transaction, agreement, contract, undertaking or debtor-creditor relationship between the Transferor and its Related Parties and Kankan on the Closing Date. In the event that there is any payment or paying obligation and responsibility of Kankan to the Transferor or its Related Parties on the Closing Date, the Transferor shall, and shall procure its Related Parties to waive or exempt such obligations and responsibilities of Kankan.
Related Party Transaction. Any Related Party Transaction shall be carried out on an arms’ length basis under terms and conditions consistent to those that such parties would be offered in case such transaction were carried out with Third Parties, without conflict of interest and in the best interests of the Company and its Subsidiaries. Notwithstanding any provision in this Agreement to the contrary, if the Board of Managers has been called upon to consider a Related Party Transaction, any Manager may request that the Manager(s) appointed by any Member with an interest in such Related Party Transaction recuse himself or herself from all Board of Managers’ discussions, activities, and voting relating to such Related Party Transaction. All approvals, modifications, or terminations of a Related Party Transaction must be approved by a majority vote of all of the unconflicted Managers before the Company may proceed.
Related Party Transaction. No director, officer, partner, member or employee of the Company or any of its Subsidiaries and, to the knowledge of the Company, no Affiliate, Associate or family member of any such director, officer, partner, member or employee (x) has borrowed any monies from or has outstanding any indebtedness or other similar obligations to the Company or any of its Subsidiaries or (y) is a party to any contract, arrangement or understanding with the Company or any of its Subsidiaries or has any material interest in any property owned by the Company or any of its Subsidiaries, in each case, that is of a type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act.
