Actions by the Investors Sample Clauses

Actions by the Investors. Each of the Investors agrees that, during the Standstill Period, it shall not, and shall cause its Affiliates 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 or otherwise acquire or agree to acquire Economic Ownership of (i) any Common Stock, if in any such case, immediately after the taking of such action the Investors, together with their respective Affiliates, would, in the aggregate, Economically Own more than 9.9% of the then outstanding shares of Common Stock (such Economic Ownership in excess of 9.9% of the then outstanding shares of Common Stock, the “Excess Amount”) (the parties agree that (A) it shall not be a breach of this Section 2.3(a) if (1) the Investors, together with their Affiliates, inadvertently Economically Own the Excess Amount, if as soon as practicable the Investors, together with their Affiliates, divest themselves of Economic Ownership of sufficient shares so that they cease to Economically Own any Excess Amount or (2) the Investors, together with their Affiliates, Economically Own the Excess Amount solely as a result of share purchases, reverse share splits or other actions taken by the Company that, by reducing the number of shares outstanding (or, in the event the Company does not have a shareholder rights plan in effect or has a shareholder rights plan in effect that provides for an Economic Ownership threshold for purposes of qualifying as an “Acquiring Person” that is greater than 10%, issuing shares of Common Stock to the Director Designee pursuant to the Company’s director compensation plan), cause the Investors, together with their Affiliates, to Economically Own the Excess Amount, provided that the Economic Ownership of the Investors, together with their Affiliates, does not further increase thereafter, other than (x) solely as a result of further corporate actions taken by the Company or (y) an increase in Economic Ownership not covered by the immediately preceding clause (x) that does not exceed an additional 1% of Common Stock then outstanding, and (B) for purposes of any calculation under this Section 2.3(a), the number of shares of Common Stock then outstanding shall be the number most recently identified by the Company as outstanding in (1) any of the Company’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q or definitive proxy statement on Schedule 14A, in each case as filed by the Company with the...
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Actions by the Investors. Each of the Investors 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 economic ownership of (i) any Common Stock, if in any such case, immediately after the taking of such action the Investors, together with their respective Affiliates, would, in the aggregate, economically own more than 8% of the fully diluted outstanding shares of Common Stock (the “Ownership Cap”), or (ii) any other securities issued by the Company; (b) form, join in or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, or grant any proxy with respect to any shares of Common Stock (other than to a designated representative of the Company pursuant to a proxy solicitation on behalf of the Board), other than solely with other Investors or one or more Affiliates of an Investor with respect to the Shares or to the extent such a group may be deemed to result with the Company or any of its Affiliates as a result of this Agreement; (c) solicit proxies or written consents of shareholders, or conduct any binding or nonbinding referendum with respect to Common Stock, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any shares of Common Stock with respect to any matter, or become a participant in any contested solicitation for the election of directors with respect to the Company (as such terms are defined or used in the Exchange Act and the Rules promulgated thereunder), other than a solicitation or action as a participant in support of the voting obligations of the Investors and their Affiliates pursuant to Section 2.4; (d) seek to call, or to request the call of, or call a special meeting of the shareholders of the Company, or seek to make, or make, a shareholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the ...
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Actions by the Investors. (a) Each Investor hereby constitutes and appoints the Nominee, the true and lawful attorney and agent of such Investor to execute in the name, place and stead of such Investor any and all amendments to this Agreement and all notices, communications or other instruments necessary or advisable in connection herewith; the Nominee to have the full power and authority to do and perform in the name and on behalf of each Investor every act whatsoever necessary or advisable to be done on the premises as fully and to all intents and purposes as such Investor might or could do in person. (b) For all purposes of this Agreement, each Investor represents, warrants and covenants that any notice, communication or action taken by the Nominee may be unconditionally relied upon by the Company as being for and on behalf of all of the Investors. (c) For all purposes of this Agreement where the Company is required to give notice to any Holder (or any group of Holders) who is an Investor on the date hereof, the Company may provide such notice to the Nominee on behalf of such Holder(s) and the receipt of such notice by the Nominee shall be deemed for all purposes hereunder to be receipt by such Holder(s).
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Actions by the Investors. The Investors agree that: (a) upon being advised in writing by the Company of the occurrence of an event pursuant to Section 5.1(f), the Investors will immediately discontinue (and direct any other Persons making offers or sales of Registrable Securities to immediately discontinue) offers and sales of Registrable Securities pursuant to any Registration Statement (other than those pursuant to a plan that is in effect prior to such time and that complies with Rule 10b5-1 of the Exchange Act) until they are advised in writing by the Company that the use of the prospectus may be resumed and is furnished with a supplemented or amended prospectus as contemplated by Section 5.1(f), and, if so directed by the Company, the Investors will deliver to the Company all copies, other than permanent file copies then in the Investors’ possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice; (b) they will (A) notify the Company of the occurrence of any event as a result of which the prospectus included in a prospectus included in such Registration Statement contains an untrue statement of a material fact regarding the Investors or omits a material fact necessary to make the statements therein regarding the Investors, in light of the circumstances under which they were made, not misleading, and (B) provide the Company with such information as may be required to enable the Company to prepare a supplement or post-effective amendment to any such registration statement or a supplement to such prospectus. (c) they will, and will cause their officers, directors, employees, legal counsel, accountants, financial advisors and other representatives to, hold in strict confidence any material nonpublic information received by them pursuant to this Agreement, including without limitation any material nonpublic information included in any Registration Statement or prospectus or any amendments or supplements thereto proposed to be filed with the SEC (until such registration statement or prospectus has been filed), provided that this Section 5.2(c) shall not apply to any information which (i) is requested or required to be released (by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process), (ii) is or becomes publicly known without a breach of this or any other agreement to which the Investors have knowledge, (iii) is or becomes available to the Investors on a non-confid...
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Actions by the Investors. The Investors shall transfer the entire investment amount as set forth next to each Investor’s name in Exhibit A, within 21 from the date hereof.
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Actions by the Investors. (a) Each Investor hereby constitutes and appoints the Nominee, the true and lawful attorney and agent of such Investor to execute in the name, place and stead of such Investor any and all amendments to this Agreement and any Transaction Document and all notices, communications or other instruments necessary or advisable in connection herewith or therewith; the Nominee to have the full power and authority to do and perform in the name and on behalf of each Investor every act whatsoever necessary or advisable to be done on the premises as fully and to all intents and purposes as such Investor might or could do in person. (b) For all purposes of this Agreement and any Transaction Document, the Investors represent, warrant and covenant that any notice, communication or action taken by the Nominee may be unconditionally relied upon by the Company as being for and on behalf of all of the Investors.
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Related to Actions by the Investors

  • 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.

  • 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.

  • 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 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.

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

  • 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.

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

  • 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.

  • Distributions by the Agent Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 29.3 (Distributions to a Security Party) and Clause 29.4 (Clawback and pre-funding) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency.

  • 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.

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