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For more information visit our privacy policy.Cumulative Rights All agreements, warranties, guaranties, indemnities and other undertakings of Obligors under the Loan Documents are cumulative and not in derogation of each other. The rights and remedies of Agent and Lenders under the Loan Documents are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and are not exclusive of any other rights or remedies available by agreement, by law, at equity or otherwise. All such rights and remedies shall continue in full force and effect until Full Payment of all Obligations.
Cumulative Rights, etc The rights, powers and remedies of Secured Party under this Agreement shall be in addition to all rights, powers and remedies given to Secured Party by virtue of any applicable law, rule or regulation of any governmental authority, or the Note, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing Secured Party’s rights hereunder. Debtor waives any right to require Secured Party to proceed against any person or entity or to exhaust any Collateral or to pursue any remedy in Secured Party’s power.
Waiver; Cumulative Rights The failure or delay of either party to require performance by the other party of any provision hereof shall not affect its right to require performance of such provision unless and until such performance has been waived in writing. Each and every right hereunder is cumulative and may be exercised in part or in whole from time to time.
Relative Rights This Article 10 defines the relative rights of Holders of Notes and holders of Senior Debt. Nothing in this Indenture shall: (i) impair, as between the Company and Holders of Notes, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms; (ii) affect the relative rights of Holders of Notes and creditors of the Company other than their rights in relation to holders of Senior Debt; or (iii) prevent the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders of Notes. If the Company fails because of this Article 10 to pay principal of or interest on a Note on the due date, the failure is still a Default or Event of Default.
No Waiver; Cumulative Rights No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent or any other person (including any Other Guarantor) liable for any of the Obligations prior to proceeding against the Guarantor hereunder, and the failure by the Guaranteed Party to pursue rights or remedies against Parent or Merger Sub (or any Other Guarantor) shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party.
Rights of Contribution The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable law. Such contribution rights shall be subordinate and subject in right of payment to the obligations of such Guarantors under the Loan Documents and no Guarantor shall exercise such rights of contribution until all Obligations have been paid in full and the Commitments have terminated.
Cumulative Rights; No Waiver Duties and obligations imposed by this Agreement and rights and obligations hereunder are in addition to and not in lieu of any imposed by or available at law or in equity. No action or failure to act by District shall be deemed a waiver of any right or remedy afforded hereunder or acquiesce or approval of any breach or default of the Consultant.
Pre-emptive Rights 5.1 Subject to Section 5.5, if the Company at any time or from time to time proposes to issue any Qualified Securities (including any issuance of Qualified Securities that results, through a series of one or more related transactions, in the Company receiving, directly or indirectly, cash for such issuance), the Company shall, no later than fifteen (15) Business Days prior to the proposed consummation of such issuance give written notice thereof to Investor (the Pre-emptive Rights Notice). Such Pre-emptive Rights Notice shall contain the amount and class of Qualified Securities to be issued, the purchase price in respect thereof, the prospective purchasers thereof, if known, and any other terms the Company determines are pertinent regarding the proposed issuance and shall also contain an offer to issue to Investor, at the same purchase price per Qualified Security at which the Company issues such Qualified Securities to the other proposed purchasers thereof, that number of Qualified Securities (the Pre-emptive Securities) equal to the product of Investor’s Proportionate Interest multiplied by the total number of Qualified Securities being offered (the Pre-emptive Rights); provided, however, that the number of Pre-emptive Securities to be offered to Investor pursuant to this Section 5.1 shall be reduced by the number of Qualified Securities that Investor would otherwise have the right to purchase in connection with such issuance pursuant to applicable statutory pre-emptive rights (after giving effect to any waiver, in whole or in part, of such statutory pre-emptive rights by the Company’s shareholders, to the extent that such waiver is binding on Investor) or any other contractual pre-emptive rights that Investor may enforce against the Company. At any time within fifteen (15) Business Days after receipt of the Pre-emptive Rights Notice (the Pre-emptive Rights Period) Investor may accept the offer made to it in the Pre-emptive Rights Notice, by furnishing notice of acceptance thereof to the Company (the Pre-emptive Rights Acceptance Notice). Failure by Investor to provide a Pre-emptive Rights Acceptance Notice within the Pre-emptive Rights Period shall be deemed to constitute an election by Investor not to exercise its Pre-emptive Rights. 5.2 If at the end of the Pre-emptive Rights Period less than all of the Pre-emptive Securities are accepted for purchase by Investor pursuant to Section 5.1, the Company shall be entitled to proceed with the issuance of the Pre-emptive Securities that Investor did not accept for purchase pursuant to Section 5.1, on terms not more favourable than (including as to form of consideration), and for a purchase price equal to or higher than, that set forth in Pre-emptive Rights Notice. 5.3 The closing of the purchase of Pre-emptive Securities accepted for purchase pursuant to Section 5.1 shall take place together with the closing of the issuance to the other proposed buyer(s) and such purchase shall be at the purchase price specified in the Pre-emptive Rights Notice paid by wire transfer of immediately available funds or pursuant to the same terms and conditions offered to the proposed buyer(s) of Qualified Securities set forth in the Pre-emptive Rights Notice, in either case in the appropriate amount or other consideration (or a reasonable monetary equivalent of such other consideration) as indicated in such notice against delivery of certificates or other instruments representing the Pre-emptive Securities so purchased. 5.4 Investor may at its discretion by written notice to the Company waive its Pre-emptive Rights under this Section 5.1 in whole or in part at any time. 5.5 Notwithstanding anything to the contrary in this Agreement, Investor shall not be granted Pre-emptive Rights with respect to (i) issuances of options to employees of the Company pursuant to the ESOP, (ii) issuances of Ordinary Shares pursuant to the exercise of options issued under the ESOP; or (iii) issuances of Qualified Securities in connection with the acquisition (whether by merger or otherwise) of all or part of the outstanding capital stock or assets of a third party; provided such acquisition is on an arm’s length basis, at market conditions and within the boundaries authorized in the Company’s shareholder meetings; and provided further that no Competitor would acquire 18% or more of the issued and outstanding Company Voting Securities (assuming the exercise, exchange or conversion of all securities exercisable or exchangeable for or convertible into or otherwise giving the holder thereof any rights in respect of Company Voting Securities held by such Competitor or its Affiliates) immediately after such issuance as a result thereof. 5.6 Investor’s Pre-emptive Rights shall expire and no longer be available upon Investor (together with its Affiliates) ceasing to have Beneficial Ownership of at least 12% of the issued and outstanding Ordinary Shares (including Ordinary Shares represented by ADS); provided that Ordinary Shares issued pursuant to Section 5.5 above shall be disregarded for the purposes of determining whether Investor’s Beneficial Ownership falls below 12% of the issued and outstanding Ordinary Shares (including Ordinary Shares represented by ADS).
Cumulative Rights and Remedies The rights and remedies provided in this Agreement and all other rights and remedies available to either Party at law or in equity are, to the extent permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity. Neither asserting a right nor employing a remedy shall preclude the concurrent assertion of any other right or employment of any other remedy, nor shall the failure to assert any right or remedy constitute a waiver of that right or remedy.
Relative Rights and Preferences Unless the establishing resolution or any other resolution adopted pursuant to Section 2.3 or the Registration Statement otherwise provides, Shares of each Portfolio or Class thereof established hereunder shall have the following relative rights and preferences: (a) Except as set forth in paragraph (e) of this Section 2.5, each Share of a Portfolio, regardless of Class, shall represent an equal pro rata interest in the assets belonging to such Portfolio and shall have identical voting, dividend, liquidation and other rights, preferences, powers, restrictions, limitations, qualifications and designations and terms and conditions with each other Share of such Portfolio. (b) Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust or the Trustees, whether of the same or other Portfolio (or Class). (c) All consideration received by the Trust for the issue or sale of Shares of a particular Portfolio, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange, or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall be held in separate and distinct records and accounted for in such separate and distinct records separately from the other assets of the Trust and of every other Portfolio and may be referred to herein as “assets belonging to” that Portfolio. The assets belonging to a particular Portfolio shall belong to that Portfolio for all purposes, and to no other Portfolio, subject only to the rights of creditors of that Portfolio. In addition, any assets, income, earnings, profits or funds, or payments and proceeds with respect thereto, which are not readily identifiable as belonging to any particular Portfolio shall be allocated by the Trustees between and among one or more of the Portfolios in such manner as the Trustees, in their sole discretion, deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Portfolios thereof for all purposes, and such assets, income, earnings, profits, or funds, or payments and proceeds with respect thereto shall be assets belonging to that Portfolio. (d) Each Class of a Portfolio shall have a proportionate undivided interest (as determined by or at the direction of, or pursuant to authority granted by, the Trustees, consistent with industry practice) (“Proportionate Interest”) in the net assets belonging to that Portfolio. References herein to assets, expenses, charges, costs, and reserves “allocable” or “allocated” to a particular Class of a Portfolio shall mean the aggregate amount of such item(s) of the Portfolio multiplied by the Class’s Proportionate Interest. (e) A particular Portfolio shall be charged with the liabilities of that Portfolio, and all expenses, costs, charges and reserves attributable to any particular Portfolio shall be borne by such Portfolio; provided that the Trustees may, in their sole discretion, allocate or authorize the allocation of particular expenses, costs, charges, and/or reserves of a Portfolio to fewer than all the Classes thereof. Class Expenses shall, in all cases, be allocated to the Class for which such Class Expenses were incurred. Any general liabilities, expenses, costs, charges or reserves of the Trust (or any Portfolio) that are not readily identifiable as chargeable to or bearable by any particular Portfolio (or any particular Class) shall be allocated and charged by the Trustees between or among any one or more of the Portfolios (or Classes) in such manner as the Trustees in their sole discretion deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Portfolios (or Classes) for all purposes. Without limitation of the foregoing provisions of this Section 2.5(e), (i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Portfolio shall be enforceable against the assets of such Portfolio only, and not against the assets of the Trust generally or assets belonging to any other Portfolio, and (ii) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally that have not been allocated to a specified Portfolio, or with respect to any other Portfolio, shall be enforceable against the assets of such specified Portfolio. Notice of this contractual limitation on inter-Portfolio liabilities is set forth in the Trust’s Certificate of Trust described in Section 1.4, and, accordingly, the statutory provisions of Section 3804 of the Delaware Act relating to limitations on inter-Portfolio liabilities (and the statutory effect under Section 3804 of setting forth such notice in the Certificate of Trust) are applicable to the Trust and each Portfolio. (f) Notwithstanding any other provisions of this Agreement, no dividend or distribution on the Shares of any Portfolio, including any distribution paid in connection with termination of the Trust or such Portfolio or any Class of such Portfolio, nor any redemption or repurchase of, the Shares of such Portfolio or Class shall be effected by the Trust other than from the assets held with respect to such Portfolio, nor shall any Shareholder of any particular Portfolio otherwise have any right or claim against the assets held with respect to any other Portfolio except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Portfolio. (g) Except as provided for in Section 2.9, Shares redeemed or repurchased by a Portfolio or the Trust shall be deemed to be canceled. (h) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person has an economic or other interest, may acquire, own, hold and dispose of Shares in the Trust, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell and may purchase such Shares from any such Person or any such organization, subject to the limitations, restrictions or other provisions applicable to the sale or purchase of such shares herein, the 1940 Act and other applicable law. (i) The Trust may issue Shares in fractional denominations of 1/1000th of a Share or integral multiples thereof to the same extent as its whole Shares, and Shares in fractional denominations shall be Shares having proportionately to the respective fractions represented thereby all the rights of whole Shares of the same Portfolio (or Class), including without limitation, the right to vote, the right to receive dividends and distributions and the right to participate upon termination of the Trust or any Portfolio. (j) The Trustees shall have the authority to provide that the Shareholders of any Portfolio or Class shall have the right to exchange such Shares for Shares of one or more other Portfolio or Class of Shares or for interests in one or more trusts, corporations or other business entities (or a portfolio or series or class of any of the foregoing) in accordance with such requirements and procedures as may be established by the Trustees. All references to Shares in this Agreement shall be deemed to be shares of any or all Portfolios, or Classes thereof, as the context may require. All provisions herein relating to the Trust shall apply equally to each Portfolio of the Trust, and each Class thereof, except as the context otherwise requires.