Actions by the Investor Sample Clauses

Actions by the Investor. So long as the Investor owns 100% of the Securities, the Investor shall not amend, modify or otherwise change the activities permitted by the Issuer hereunder.
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Actions by the Investor. The Investor agrees that, during the Standstill Period, neither it nor any of its Affiliates will, unless specifically requested or authorized in writing by a resolution of the Board, directly or indirectly: (a) purchase or cause to be purchased or otherwise acquire or agree to acquire or maintain at any time any direct or indirect economic ownership of any (i) Common Shares, if in any such case, immediately after the taking of such action the Investor, together with its Affiliates, would, in the aggregate, economically own more than the applicable Standstill Threshold of the then issued and outstanding Common Shares (it being understood that the Company has, prior to the date hereof, taken action pursuant to the Rights Agreement to exempt the Investor from being an “Acquiring Person” as a result of this Agreement, provided that the Investor, together with its Affiliates, does not at any time economically own more than the applicable Standstill Threshold of the then issued and outstanding Common Shares), (ii) other securities issued by the Company, provided that the Investor, together with its Affiliates, shall be entitled to economically own, in the aggregate, not more than (A) 14.99% of any new series of common stock or preferred stock (except as otherwise provided in the Rights Agreement) issued by the Company, provided that the Investor, together with its Affiliates, shall be subject to all of the limitations described in this Section 2.3 with respect to such stock with all references to Common Shares being deemed to refer instead to such series of common stock or preferred stock, and (B) 9.99% of any series of public indebtedness of the Company, provided that the Investor, together with its Affiliates, shall (x) be subject to all of the limitations described in this Section 2.3 with respect to such indebtedness, with all references to Common Shares being deemed to refer instead to such series of indebtedness, (y) not, directly or indirectly, (I) enforce or seek to enforce any covenant of the relevant securities, the related indenture(s) or any other documents, instruments or agreements relating to or setting forth the terms applicable to such securities (collectively, the “Debt Documents”) or exercise or seek to exercise any rights or remedies they may have under the Debt Documents, applicable law or otherwise against the Company, any subsidiary thereof or any of their respective assets, in each case, other than a covenant, right or remedy relating to...
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Actions by the Investor. The Investor agrees that, during the Standstill Period, it will not and will cause the other Investor Parties not to, unless specifically requested or authorized in writing by a resolution of the Board, directly or indirectly: (a) purchase or cause to be purchased on its behalf or otherwise acquire or agree to acquire economic ownership of any Voting Stock, if in any such case, immediately after the taking of such action, the Investor Parties would, in the aggregate, economically own Voting Stock representing more than 15% of the aggregate voting power of the Company’s outstanding Voting Stock (the “Ownership Threshold”); provided, that (A) it shall not be a breach of this Agreement if the Investor Parties inadvertently exceed the Ownership Threshold if as soon as practicable after obtaining knowledge thereof the Investor Parties divest themselves of economic ownership of shares in excess of the Ownership Threshold, (B) it shall not be a breach of this Agreement if the Investor Parties exceed the Ownership Threshold as a result of share purchases, reverse share splits, share forfeitures or other actions that by reducing the number of shares outstanding cause the Investor Parties to exceed the Ownership Threshold, so long as the Investor Parties shall not thereafter (after written notice from the Company that such share reduction actions have caused them to exceed the Ownership Threshold) breach this Section 2.3(a), (C) for purposes of any calculation under this Section 2.3(a), the number of outstanding shares of Voting Stock shall be the higher of (1) the number as of the latest date set forth in the Company’s most recently filed Quarterly Report on Form 10-Q or Form 10-K or, if more recently filed, Form 8-K, and (2) the actual number of outstanding shares of Voting Stock then outstanding, and (D) it shall not be a breach of this Agreement if the Investor Parties exceed the Ownership Threshold as a result of the direct or indirect acquisition of any Voting Stock or restricted stock units awarded to the Director Designees or any Replacement Nominees under the Xxxx Xxxxx, Inc. Non-Employee Director Equity Plan, as amended and/or restated from time to time, and/or any successor or similar plan(s) thereto by the Investor Parties so long as the Investor Parties shall not thereafter breach this Section 2.3(a); provided, that if the Company issues an additional class of Voting Stock that provides for super-voting rights relative to the Common Stock (“New Voting S...
Sample 1

Related to Actions by the Investor

  • Representations by the Issuer The Issuer represents and warrants to the Subscriber that as of the date of the closing of this Offering (the “Closing Date”): 2.1 The Issuer is a Limited Liability Company duly organized, validly existing and in good standing under the laws of the State of Delaware, authorized to do business in the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct. 2.2 The execution, delivery and performance of this Subscription Agreement by the Issuer have been duly authorized by the Issuer and all other corporate action required to authorize and consummate the offer and sale of the Interests has been duly taken and approved. This Subscription Agreement is valid, binding and enforceable against the Issuer in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency, moratorium or similar laws or by legal or equitable principles relating to or limiting creditors’ rights generally, the availability of equity remedies, or public policy as to the enforcement of certain provisions, such as indemnification provisions. 2.3 The Interests have been duly and validly authorized and issued. 2.4 The Issuer knows of no pending or threatened legal or governmental proceedings to which the Issuer is a party which would materially adversely affect the business, financial condition or operations of the Issuer.

  • Actions by the Company Any action, election or determination by the Board or any committee thereof pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries.

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • REPRESENTATIONS BY THE COMPANY The Company represents and warrants to the Subscriber that:

  • Deliveries by the Purchaser Purchaser hereby agrees to deliver, or cause to be delivered, to Sellers the following items on Closing:

  • Actions by the Board Any and all determinations or other actions required of the Board hereunder that relate specifically to Executive’s employment by the Company or the terms and conditions of such employment shall be made by the members of the Board other than Executive if Executive is a member of the Board, and Executive shall not have any right to vote or decide upon any such matter.

  • Deliveries by the Buyer At the Closing, the Buyer shall deliver or cause to be delivered to the Seller or Escrow Agent, as applicable, the following items (unless the delivery of any of the following items is waived by the Seller): (a) the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount; (b) the General Escrow Amount and the Warranty Escrow Amount (each of which the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreement); (c) the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by the Buyer; (d) the Intellectual Property Assignments, duly executed by the Buyer; (e) the Assignment and Assumption of Lease, duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a copy of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Buyer in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Buyer; (j) a certificate of an officer of the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing the execution, delivery and performance of this Agreement by the Buyer and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Buyer to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (l) the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and (m) any additional certificates, receipts, documents and instruments as the Seller may reasonably request.

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024. (b) In the event the Sellers elect to terminate this Agreement pursuant to clause (a) above, the Sellers shall, concurrently with such termination, pay to the Purchasers an amount equal to LTM Fee Revenue multiplied by 1.40. (c) For purposes of this Agreement, “LTM Fee Revenue” means the fee revenue (excluding net interest income but including money market fund fees) generated by all remaining Serviced Appointments in the last full twelve-month period prior to the time the Sellers elect to exercise their termination right pursuant to this Section 7.2.2.

  • Partial Terminations by the Purchasers In the event so instructed by the Purchasers in writing after the Closing Date and at the Purchasers’ sole expense, each Seller shall execute documents prepared by the Purchasers and reasonably acceptable to such Seller resigning or appointing a successor Appointed Trustee under any Serviced Appointment for which such Seller acts as Appointed Trustee (other than with respect to any Serviced Appointment that is an Excluded Appointment), and shall reasonably cooperate, at the Purchasers’ sole expense, as instructed by the Purchasers, in finding a qualified successor Appointed Trustee, including executing any documents prepared by the Purchasers in connection with the application to a court of competent jurisdiction to appoint a successor Appointed Trustee.

  • Representations by Seller For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller and each Affiliate (collectively referred to in this Section 11 as Seller) makes the following representations and warranties to Buyer as of the date hereof and as of the Closing Date with respect to the Property: (a) Seller is duly organized (or formed), validly existing and in good standing under the laws of its state of organization, and to the extent required by law, the State in which the Property is located. Seller has the power and authority to execute and deliver this Agreement and all closing documents to be executed by Seller, and to perform all of Seller’s obligations hereunder and thereunder. Neither the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound; (b) Seller has not received any written notice of any current or pending litigation, condemnation proceeding or tax appeals affecting Seller or the Property and Seller does not have any knowledge of any pending litigation or tax appeals against Seller or the Property; Seller has not initiated, nor is Seller participating in, any action for a change or modification in the current subdivision, site plan, zoning or other land use permits for the Property; (c) Seller has not entered into any contracts, subcontracts or agreements affecting the Property which will be binding upon Buyer after the Closing other than the Lease; (d) Except for violations cured or remedied on or before the date hereof, Seller has not received any written notice from (or delivered any notice to) any governmental authority regarding any violation of any law applicable to the Property and Seller does not have knowledge of any such violations; (e) Seller has fee simple title to the Property free and clear of all liens and encumbrances except for Permitted Exceptions and Seller is the sole owner of the entire lessor’s interest in the Lease. The Property constitutes one or more separate tax parcels for purposes of ad valorem taxation; (f) With respect to the Leases: (i) the Leases forwarded to Buyer under Section 6(b)(i) are true, correct and complete copies of the Leases; (ii) the Leases are in full force and effect and there is no default thereunder; (iii) no brokerage or leasing commissions or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of the current term of the Leases or any extension or renewal thereof; (iv) Seller has no outstanding obligation to provide Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements; and (v) the rent for each Property is as set forth on Exhibit A2; (g) There are no occupancy rights, leases or tenancies affecting the Property other than the Lease. Neither this Agreement nor the consummation of the transactions contemplated hereby is subject to any first right of refusal or other purchase right in favor of any other person or entity; and apart from this Agreement, Seller has not entered into any written agreements for the purchase or sale of the Property, or any interest therein which has not been terminated; (h) The transactions contemplated hereby either (i) will not constitute a sale of all or substantially all the assets of Seller, or (ii) if such transaction does constitute a sale of all or substantially all the assets of any Seller, Seller shall provide to Buyer at Closing an excise tax lien waiver or such other reasonably obtainable instruments evidencing compliance with laws or payment of taxes to the extent required by the law of the relevant state, or an indemnification from a party reasonably acceptable to Buyer for any resulting liability with respect to the period prior to the Closing; (i) To Seller’s knowledge, except as set forth in the environmental reports previously delivered by Seller to Buyer, no hazardous substances have been generated, stored, released, or disposed of on or about the Property in violation of any law, rule or regulation applicable to the Property which regulates or controls matters relating to the environment or public health or safety (collectively, “Environmental Laws”). Seller has not received any written notice from (nor delivered any notice to) any federal, state, county, municipal or other governmental department, agency or authority concerning any petroleum product or other hazardous substance discharge or seepage. For purposes of this Subsection, “hazardous substances” shall mean any substance or material which is defined or deemed to be hazardous or toxic pursuant to any Environmental Laws. To Seller’s knowledge, there are no underground storage tanks located on the Property; (j) Exhibit I attached hereto is a true, correct and complete listing of all warranties in effect for the Property (the “Warranties”). The representations and warranties of Seller shall survive Closing for a period of one (1) year.

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