Group Status Clause Samples
The Group Status clause defines how a group of related entities, such as subsidiaries or affiliates, are treated collectively under the agreement. It typically specifies whether obligations, rights, or liabilities apply to the entire group or only to the named party, and may outline criteria for entities to be considered part of the group. This clause ensures clarity regarding the scope of the agreement, preventing disputes about which entities are bound or benefit from its terms.
Group Status. Nothing contained in this Subscription Agreement shall in any way be construed as Purchaser acting in concert or as a group with any other person with respect to the purchase, disposition or voting of securities or otherwise.
Group Status. To the extent that it is necessary for the Company to qualify as a “controlled company” (or similar status) pursuant to the rules of any securities exchange on which the Company is listed, no Holder shall deny “group” status for purposes of Section 13(d) of the Exchange Act (or the rules promulgated pursuant thereto) with the other parties to this Agreement (other than the Company) and Holders shall timely file and amend a Schedule 13D for the group with the U.S. Securities and Exchange Commission.
Group Status. Each party hereto hereby acknowledges that, by entering into this Agreement, the Company Stockholders intend to form a “group” (as such term is defined in Section 13(d)(3) of the Exchange Act and Rule 13d-5 promulgated under the Exchange Act), and each Company Stockholder agrees that, to the extent required, such Company Stockholder will make all necessary filings under Section 13(d) and Section 16 of the Exchange Act reflecting such group status.
Group Status. Each Holder acknowledges that it has, and agrees that it shall continue to, make independent decisions concerning the investment in the securities of the Company and exercising or refraining from exercising any rights hereunder and under applicable law and no inference, presumption or conclusion that such Holders constitute a “Group” within the meaning of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder shall be raised from the fact that the Holders collectively may exercise or refrain from exercising any rights in the same manner, that such Holders may be represented by a single law firm or advisor or that any rights or agreements were negotiated with the Company at the same time or amended or modified with the Company and the Holders in the same or a similar manner or pursuant to a single document.
Group Status. Such Purchaser is not acting with any other Purchaser as a "group" as that term is used in Section 13(d) of the Exchange Act.
Group Status. Each of the Shareholders expressly disclaims being a member of a group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, by virtue of entering into this Agreement. Each of the Shareholders specifically disclaims any beneficial ownership of shares of Corporation Stock owned of record by the other Shareholder.
Group Status. The Reporting Persons acknowledge that they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act for purposes of their beneficial ownership of the Common Stock.
Group Status. Each party hereto hereby acknowledges that, by entering into this Amendment, the Company Stockholders intend that the Subject Company Stockholders hereafter not be deemed to be members of the “group” (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 13d-5 promulgated under the Exchange Act) that may have been formed with the other Company Stockholders solely as a result of the Stockholders’ Agreement.
Group Status. To the extent that it is necessary for the Company to qualify as a “controlled company” (or similar status) pursuant to the rules of any securities exchange on which the Company is listed, (i) no Principal Stockholder or any of its Partial Rights Transferees shall deny “group” status for purposes of Section 13(d) of the Exchange Act (or the rules promulgated pursuant thereto) with the other Principal Stockholder and Partial Rights Transferees and (ii) such Holders shall timely file and amend a Schedule 13D or Schedule 13G for the group with the U.S. Securities and Exchange Commission.”