Action by the Sample Clauses

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Action by the. ReliabilityFirst Board
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Action by the. Trust under paragraph (a) above may be taken either (i) by vote of a majority of the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.
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Action by the. Primary Sponsor or a Plan Sponsor. Any action to be ----------------------------------------------- taken by the Primary Sponsor or a Plan Sponsor shall be taken by resolution or written direction duly adopted by its board of directors or appropriate governing body, as the case may be; provided, however, that by such resolution or written direction, the board of directors or appropriate governing body, as the case may be, may delegate to any officer or other appropriate person of a Plan Sponsor the authority to take any such actions as may be specified in such resolution or written direction, other than the power to amend, modify or terminate the Plan or to determine the basis of any payment obligations of any Plan Sponsor.
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Action by the. Oversight Committee taken at Oversight Committee meetings shall require the affirmative vote of a majority of those Members voting (either in person or by proxy), provided that a quorum is present.
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Action by the. Company All actions required or permitted to be taken under any of the Stock Agreements by the Company, including without limitation, exercise of discretion, consents, waivers, and amendments to any of the Agreements, shall be made and authorized only by the President or by his or her representative specifically authorized to fulfill these obligations under the Stock Agreements.
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Action by the. EMPLOYER Whenever the Employer under the terms of the Plan is permitted or required to do or perform any act or matter or thing, it shall be done and performed by a person duly authorized by its legally constituted authority.
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Action by the. Administrative Agent and the Documentation -------------------------------------------------------- Agents. ------ (a) The Administrative Agent and the Documentation Agents shall be entitled to use their discretion with respect to exercising or refraining from exercising any rights which may be vested in them by, and with respect to taking or refraining from taking any action or actions which they may be able to take under, or in respect of, this Agreement, unless the Administrative Agent or either Documentation Agent shall have been instructed by the Majority Banks to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Administrative Agent shall not exercise any rights under Section 8.2(a) or 8.2(c) of this Agreement without the request of the Majority Banks. Each Administrative Agent and each Documentation Agent shall not incur any liability under, or in respect of, this Agreement with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction. (b) Neither the Administrative Agent nor any Documentation Agent shall be liable to the Banks or to any Bank in acting or refraining from acting under this Agreement in accordance with the instructions of the Majority Banks, and any action taken or failure to act pursuant to such instructions shall be binding on all Banks.
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Related to Action by the

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office. (b) Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.

  • Termination by the HSP (a) The HSP may terminate this Agreement at any time, for any reason, upon giving 6 months’ Notice (or such shorter period as may be agreed by the HSP and the Funder) to the Funder provided that the Notice is accompanied by: satisfactory evidence that the HSP has taken all necessary actions to authorize the termination of this Agreement; and a Transition Plan, acceptable to the Funder, that indicates how the needs of the HSP’s clients will be met following the termination and how the transition of the clients to new service providers will be effected within the six-month Notice period. (b) In the event that the HSP fails to provide an acceptable Transition Plan, the Funder may reduce Funding payable to the HSP prior to termination of this Agreement to compensate the Funder for transition costs.

  • TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.

  • Termination by the Company This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).