Actions by Company. Subject to the terms and conditions hereof, the Company shall, and shall cause its subsidiaries to, cooperate with Parent and Purchaser and take all such actions as may be reasonably requested by Parent and Purchaser to accomplish the Merger.
Actions by Company. Whenever the Company includes Warrant Shares in a registration statement, the Company will (a) furnish the Holder of Warrant Shares included in such registration statement and each underwriter of such Warrant Shares the number of copies of a current prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such registration statement; (b) use its reasonable efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which the Company deems appropriate or necessary; provided, however, that the Company will not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and (c) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) reasonably requests that the Warrant Shares be sold; provided, however, that the Company will not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares.
Actions by Company. (a) The Company shall hold the 2011 Annual Meeting no later than October 6, 2011.
(b) The Company shall fix the number of directors authorized to serve on the Board at seven (7) and the Company shall not adopt an "advance notice" bylaw with respect to shareholder business or director elections prior to the 2012 Annual Meeting.
(c) The Company shall nominate the Company Nominees for election at the 2011 Annual Meeting and the 2012 Annual Meeting; provided, however, that if one or more of the Company Nominees dies, resigns, is unwilling to stand for re-election or is otherwise unable to complete his term as a director of the Company, the term "Company Nominees" includes any replacement nominee that is reasonably acceptable, as evidenced in writing, to the Tinicum Parties and the Wynnefield Parties; provided, further, that the Tinicum Parties shall not have the right to terminate this Agreement by virtue of the provisions of Section 2(d) hereof in the event that a Company Nominee who was originally nominated by a Tinicum Party dies, resigns, is unwilling to stand for re-election or is otherwise unable to complete his term as a director of the Company. The Tinicum Parties hereby agree that in the event a Company Nominee who was originally nominated by a Wynnefield Party dies, resigns, is unwilling to stand for re-election or is otherwise unable to complete his term as a director of the Company, the persons set forth on Exhibit A hereto as Wynnefield Party replacement nominees shall be deemed to be reasonably acceptable to the Tinicum Parties and, if nominated to serve as directors of the Company, such replacement nominees shall be deemed to be Company Nominees for all purposes of this Agreement.
(d) The Company shall recommend that its stockholders (i) ratify the Rights Plan at the 2011 Annual Meeting, and (ii) vote in favor of the Company Nominees for election at the 2011 Annual Meeting and the 2012 Annual Meeting.
(e) The Company shall, for a period of twenty-four (24) months following the date hereof, permit directors nominated by Wynnefield Parties to communicate non-public information to the Wynnefield Parties subject to the Wynnefield Parties agreement to keep such information confidential and all applicable ixxxxxx xxxxxxx policies of the Company.
(f) The Company shall issue a press release summarizing the terms hereof in the form attached hereto as Exhibit B (the “Press Release”).
Actions by Company. Any powers exercisable by the Company under the Plan shall be utilized by written resolution adopted by the Board of Directors or its delegate. The Board may by written resolution delegate any of the Company's powers under the Plan and any such delegations may provide for subdelegations, also by written resolution. 2.12
Actions by Company. In connection with the Company's registration obligations under Sections 2.1 and 2.2 hereof, the Company will use its best efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof as expeditiously as possible, and pursuant thereto the Company will, as expeditiously as possible:
(i) before filing a Registration Statement or Prospectus, or any amendments or supplements thereto and in connection therewith, (x) furnish to the underwriters, if any, and to the holders of the Registrable Securities covered by such Registration Statement, copies of all documents prepared to be filed, which documents will be subject to the review of such underwriters and such holders and their respective counsel and (y) except in the case of a registration under Section 2.2, not file any Registration Statement or Prospectus or amendments or supplements thereto to which the holders of a majority of Registrable Securities covered by such Registration Statement or the underwriters, if any, shall reasonably object;
(ii) prepare and, in the case of a Demand Registration, no later than 45 days after a request for a Demand Registration,
Actions by Company. Except as otherwise required by applicable law, any actions contemplated to be taken under this Agreement by the Board of Directors of the Company or the Company may be taken by the Company Special Committee on behalf of the Company or its Board of Directors. Notwithstanding any other provisions contained herein, (i) any amendment or modification of, or supplement to, this Agreement that is adverse to the holders of the Company Common Stock shall require the consent of the Company Special Committee and (ii) the waiver of any obligation, covenant, agreement or condition herein, or the giving of any consent or the exercise of any material right thereunder by the Company or its Board of Directors shall require the consent of the Company Special Committee
Actions by Company. If at any time there is no person authorized to act under this Agreement on behalf of a Company, the Chief Executive Officer, Chief Financial Officer, Vice President of Human Resources or General Counsel of the Company shall have the authority to act on behalf of the Company hereunder.
Actions by Company. The Company may execute, deliver and perform all contracts, agreements and other undertakings, and engage in all activities and transactions as may in the opinion of the Class A Members be necessary or advisable to carry out the objects and purposes of the Company.
Actions by Company. The Company shall do the following:
(i) Deliver to each Conveyor a stock certificate representing the Company shares which each Conveyor is acquiring from the Company as set forth in Section 1.1 above.
(ii) Deliver to the Conveyors a Board Resolution effecting the appointment of Xxxxxx as a member of the Company’s Board of Directors as provided for in Section 1.4(c) below.
(iii) The Company shall execute and deliver such other instructions and/or documents as may be necessary or appropriate in order to consummate the exchange transaction as provided for herein.
Actions by Company. Company shall provide service, repairs, and adjustments to the Equipment installed under terms of this Contract, if any, pursuant to Schedule I, Company’s Maintenance Responsibilities. Agency shall incur no cost obligations to the Company for Equipment service, repairs, and adjustments, except as set forth in Schedule D (Compensation to Company), provided, however, that when the need for Company maintenance or repairs principally arises due to the negligence or willful misconduct of the Agency or any employee or other agent of Agency, and Company can so demonstrate such causal connection, Company may charge Agency for the actual cost of the maintenance or repair insofar as such cost is not covered by any warranty or insurance proceeds.
