Acting in Concert. Subject to any presumptions that exist under the Code, and so far as Shareholder is aware, Shareholder is not acting in concert (as such term is understood under the Code) with any other shareholder of Milan or any stockholder of the Company.
Acting in Concert. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (i) the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.02 for the benefit of all the Lenders and the Issuing Banks; provided that the foregoing shall not prohibit (w) to the extent that any Lender shall not accept any Extension Offer and all or any portion of the outstanding Loans of such Lender shall not have been be repaid, defeased or satisfied and discharged as of the Revolving Termination Date applicable thereto, or all or any portion of accrued interest, Fees and premiums (if any) in connection therewith shall not have been paid as of the Revolving Termination Date applicable thereto, such Lender from exercising its rights and remedies as an unsecured creditor against the Borrowers and the other Loan Parties in respect of such unpaid amounts in accordance with Applicable Law, (x) the Administrative Agent from exercising on its behalf the rights and remedies that inure to its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (y) the Administrative Agent, each Issuing Bank or any Lender from exercising set-off rights solely in accordance with Section 12.04 (subject to the terms of Section 3.02) or (z) any Lender from filing proofs of claim or appealing and filing pleadings on its own behalf during the pendency of a proceeding relating to any Loan Party under any Debtor Relief Law; provided, further that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (1) the Requisite Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Article X, and (2) in addition to the provisions set forth in clauses (w), (x), (y) and (z) of the proceeding proviso and subject to Section 3.02, any Lender may, with the consent of the Requisite Lenders, enforce any rights and duties as authorized by the Requisite Lenders, (ii) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies under the Guaranty and the other Security Do...
Acting in Concert. Within four Business Days following the date of this Agreement, the Parties shall file a transparency notification with Euronav and the FSMA in as far as required and applicable and to the extent the Parties and/or Euronav would be deemed to act in concert pursuant to the entering into of this Agreement and/or the Framework Agreement in accordance with applicable Laws. Upon the earlier of (i) termination of this Agreement or (ii) Closing, the Parties shall file a subsequent transparency notification notifying the end of the potential acting in concert.
Acting in Concert. The Company does not act jointly or in concert with any third party (other than its Affiliates) for the purposes of the acquisition of the Consideration Shares.
Acting in Concert. The Strategic Investor does not act jointly or in concert with any third party (other than its Affiliates) for the purposes of the acquisition of the Units.
Acting in Concert. 3.1 The Parties shall consult with each other and reach a consensus before recommending any candidate of director, committee member or supervisor or making proposals to the shareholders’ meetings/sponsors of the Onshore Entities and the Cayman Company according to the articles of association of the Onshore Entities and the Cayman Company or relevant laws and regulations.
3.2 The Parties shall consult with each other and reach a consensus before exercising voting rights in board meetings, shareholders’ meetings and committee meetings of the Onshore Entities and the Cayman Company, and if no consensus could be reached through consultation, the decision made by Xx. Xxxxxxx Xxxx prevails.
3.3 In addition to above matters, the Parties shall consult with each other and reach a consensus on other material matters of the Onshore Entities and the Cayman Company before making any decisions.
3.4 If no consensus could be reached through consultation, the decision made by Xx. Xxxxxxx Xxxx prevails.
Acting in Concert. As of the date hereof, neither AB nor any of its controlled Concert Parties has any interest in any King Shares. In entering into this Agreement, AB is acting as principal only and not Acting in Concert with any other person (other than AB Sub and its Representatives) for the purposes of acquiring control of King or any of its material assets.
Acting in Concert. As of the date hereof, neither the Bidder nor any person Acting in Concert with it has any interest in any Elan Shares. In entering into this Agreement, the Bidder is acting as principal only and not Acting in Concert with any other person for the purposes of acquiring control of Elan or any of its material assets.
Acting in Concert. GTJA hereby undertakes and ensures that, and shall procure the GTJA Director to comply with the following covenants: The GTJA Director and XXXX Xuefeng (陈雪峰) shall be deemed as actors in concert, and shall act in concert in relation to all matters that require the decisions of the Directors of the Company, including but not limited to voting unanimously to approve, reject, or to abstain from voting in relation to motions that need to be resolved at Board meetings of the Company, and to jointly sign all necessary documents. Before the GTJA Director and XXXX Xuefeng (陈雪峰) act in concert, they shall vote on the matters that require action in concert, and joint action shall be taken based on the results of such voting; if they are unable to reach a unanimous opinion in relation to the matters that require action in concert, a decision that is made by XXXX Xuefeng (陈雪峰) shall be deemed as a decision that is unanimously passed by them and shall be binding on them. Such arrangement shall be acknowledged by the other Directors to the extent not in violation of applicable Laws. For purpose of such acting-in-action, XXXX Xuefeng (陈雪峰) shall be entitled to, at any time he deems fit, require the GTJA Director to (A) appoint XXXX Xuefeng (陈雪峰) or other person designated by XXXX Xuefeng (陈雪峰) as his proxy, and issue an authorization letter to such proxy to authorize such proxy to exercise voting rights on behalf of the GTJA Director regarding any Board meeting or matters to be decided by the Directors; or (B) enter into an acting-in-concert agreement with XXXX Xuefeng (陈雪峰). If GTJA transfers any Shares held by it to any of its Affiliates, as a prerequisite, it shall ensure that the transferee is bound by the provisions of this Agreement, and the transferee upon receiving the transfer of the Shares shall be deemed as having agreed to the provisions of this Agreement and having agreed to be bound by the provisions of this Agreement.
Acting in Concert. So far as Stockholder is aware having made due and careful enquiries, it is not acting in concert (as such term is understood under the U.K. City Code on Takeovers and Mergers (the “Code”)) with any other shareholder of Milan or any stockholder of the Company (which, for the avoidance of doubt, excludes any discussions between stockholders of the Company concerning the entry into this Agreement and the transactions contemplated hereby).
