By Shareholders. Subject to the terms and conditions of this Article 9, if the Closing occurs, each Shareholder jointly and severally hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled persons (hereinafter "Buyer's Affiliates") and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's Affiliates or the Company, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any Shareholder contained in this Agreement or any certificate or schedule delivered by the Shareholders to the Buyer in connection with this Agreement or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement. As used in this Article 9, the term "Claim" shall include: (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, in each case actually incurred by the claimant. Notwithstanding the foregoing paragraph, the obligations of the Shareholders to indemnify, defend and hold harmless Buyer, Buyer's Affiliates and the Company if the Closing occurs shall be several and not joint obligations with respect to Claims arising out of or related to any inaccuracy or breach of such Shareholder's representations and warranties set forth in Section 3.2 hereof or with respect to any breach of such Shareholder's agreements set forth in Section 5.2 hereof and any amounts recoverable by Buyer in connection with either such breach shall be solely recoverable from such Shareholder.
By Shareholders. New Bylaws may be adopted or these Bylaws may be repealed or amended at the annual or any other meeting of Shareholders called for that purpose, by a vote of Shareholders entitled to exercise a majority of the voting power of the Corporation, or by the written assent of such Shareholders. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
By Shareholders. (1) Each of the Shareholders severally undertakes that, at all times prior to the Termination Date:-
By Shareholders. Except when otherwise required by the 1940 Act, this Declaration of Trust may be amended at any time by a majority vote of the shares of the Trust entitled to be voted.
By Shareholders. Except as otherwise expressly provided in this Agreement, none of the Shareholders shall, without the prior consent in writing of the Agent and the Banks, prior to the Discharge Date:-
By Shareholders. Each of the Shareholders shall pay on demand all costs and expenses (including legal expenses on a full indemnity basis) reasonably incurred by the Agent and/or any of the Banks in protecting or enforcing any rights against it under this Agreement.
By Shareholders. Except when otherwise required by the 1940 Act, this Declaration of Trust may ---------------- be amended at any time by a majority of the votes represented by outstanding Shares entitled to vote, except that an amendment which shall affect the holders of one or more series or classes of Shares but not the holders of all outstanding series and classes shall be authorized by vote of holders of a majority of the votes represented by outstanding Shares entitled to vote of each series and class affected and no vote of Shareholders of a series class not affected shall be required.
By Shareholders. Except as provided in Section 9.2 hereof, this Declaration of Trust may be amended only by the affirmative vote of the holders of not less than two-thirds of all the Shares then outstanding and entitled to vote on the matter.
By Shareholders if any of the conditions provided for in Section 5.2 hereof shall not have been met or waived in writing by Shareholders at or prior to Closing.
By Shareholders. Unless the Articles of Incorporation or by-law adopted by the shareholders provides otherwise as to all or some portion of the by-laws, the shareholders may amend, repeal or adopt the by-laws even though the by-laws may also be amended, repealed or adopted by the board of directors. The above by-laws originally approved and adopted by the Board of Directors on March 21, 1997.
