Actions of the Parties Sample Clauses

Actions of the Parties. Except as otherwise provided in this Agreement, whenever this Agreement calls for or permits a party's approval, consent, or waiver, the written approval, consent, or waiver of the Agency's Executive Director and the City's City Manager (or their respective designees) shall constitute the approval, consent, or waiver of the Agency and the City, respectively, without further authorization required from the governing board of the party; provided, however, that the person vested with such authority may seek such further advice or authorization from the applicable governing board when she/he deems it appropriate.
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Actions of the Parties. The Parties will act in accordance with the following provisions. (a) The Concerned Aetrium Shareholders hereby withdraw the second of their Subsequent Special Meeting Requests (the first such Subsequent Special Meeting Request having already been withdrawn). (b) Forthwith upon execution of this Agreement (and as a condition subsequent to the obligations of the Concerned Aetrium Shareholders and the effectiveness of their withdrawal of the second of their Subsequent Special Meeting Requests), the Incumbent Directors will: (i) pursuant to Article III, Section 2 of the Company’s bylaws, increase the size of the Board to a total of eleven (11) persons; (ii) pursuant to Article III, Section 3 of the Company’s bylaws and Section 302A.225(a)(2) of the Minnesota Business Corporation Act (the “MBCA”) appoint each of Jxxxxxx X. Exxxxxxx, Xxxxxx Jxxx Xxxxx, Jr., Rxxxxxx X. Xxxxxxx, Xx., Gxxxx Xxxxxx and Cxxxxxx Xxxxxxx (the “CAS Directors”) as a director of the Company to fill the five (5) newly created vacancies on the Board to serve as directors until the 2013 Annual Meeting or, if later, until his successor has been duly elected and qualified, or earlier death, resignation or removal; (iii) cause the chair of the Company’s 2013 annual meeting (“2013 Annual Meeting”) to honor any motion adopted by the vote of a majority of shares represented as present thereat to adjourn the meeting to a later time for purposes of obtaining quorum; (iv) fix the date of the 2013 Annual Meeting on May 15, 2013 (the “2013 Annual Meeting Date”); (v) take all usual and customary actions necessary to cause the 2013 Annual Meeting to be held on the 2013 Annual Meeting Date, including providing proper notice of the 2013 Annual Meeting Date to the Company’s shareholders; (vi) refrain from any actions respecting the removal of the CAS Directors other than in respect of a Competing Slate as contemplated by the provisions of Paragraphs 2(c) and 3; and, (vii) conduct the 2013 Annual Meeting timely in accordance with the provisions of this Agreement and, to the extent not provided in this Agreement, in accordance with the Company’s prior practices including, without limitation, the matters hereafter set forth in Paragraph 3. (c) From the date of this Agreement until the 2013 Annual Meeting, representative members of the CAS Directors will reasonably engage with management to receive the input of management respecting the business and affairs of the Company and the Incumbent Directors will reaso...
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Actions of the Parties. Whenever this Agreement calls for or permits an Agency approval, determination, consent, election, or waiver, the written approval, determination, consent, election, or waiver of the Director of the Redevelopment and Housing Office shall constitute the approval, determination, consent, election, or waiver of the Agency, without further authorization required from the Agency Board of Directors. Whenever this Agreement calls for or permits County approval, determination, consent, election, or waiver, the written approval, determination, consent, election, or waiver of the County Administrative Officer or his/her designee shall constitute the approval, determination, consent, election, or waiver of the County, without further authorization required by the Board of Supervisors.
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Actions of the Parties. 19 Section 3.1 ............................................................................................................. Certain Actions Permitted 19 Section 3.2 ..................................................................................................................... Agent for Perfection 19 Section 3.3 .............................................................................................. Sharing of Information and Access 20 Section 3.4 ....................................................................................................................................... Insurance 20 Section 3.5 ............................................................
Sample 1
Actions of the Parties. Except as otherwise provided in this Agreement, whenever this Agreement calls for or permits a party's approval, consent, or waiver, the written approval, consent, or waiver of the County Administrator or the Successor Agency Executive Director (or their respective designees), as applicable, shall constitute the approval, consent, or waiver of the respective parties, without further authorization required from the governing board of the party; provided, however, that the person vested with such authority may seek such further advice or authorization from the applicable governing board when he/she deems it appropriate.
Sample 1
Actions of the Parties. 3.1. Buyer shall send the Claim Act and material samples (not less than 2 meters of roll packaging material in the form of a roll, 20 samples of blank packaging material, 20 samples of additional materials if it has defects) to the Seller to the following address: Xxxxxx, xx. Xxxxxxxx Xxxx, 0. Date of acceptance of the claim for consideration is to be the date of receipt of official claim by the Seller. 3.2. Customer Service Representative of the Seller will contact the Buyer within 48 (forty eight) hours once the claim is received to confirm the receipt of the claim. 3.3. Depending on the amount of material claimed, the nature of the defect, the size of the order and the Buyer’s situation three different actions could be carried out: 3.3.1. If the nature of the defect and the impossibility of material use are evident to Tetra Pak specialist, the claim is accepted for consideration without sending Seller’s service engineer to the Buyer’s production site. 3.3.2. Urgent visit of Seller’s service engineer to the Buyer’s production site to investigate the claim. In this case, the service engineer is sent to the site at the time convenient for both parties. In case mutual consent was not reached, the above mentioned period shall not exceed 3 (three) working days from the moment the claim is received. 3.3.3. Upon mutual agreement of the parties for the article 3.3.2, claim may be investigated at the next production site visit by the service engineer. In this case, the claim will be investigated at the next site visit within 2 (two) months from the date of receipt of the claim. SELLER BUYER “[•]” means that certain confidential material has been filed separately with the Securities and Exchange Commission. 3.4. At the time of the visit, Seller’s service engineer investigates the possibility of using the material in the packaging machine. 3.4.1. If service engineer confirms that it is possible to use the material for production provided all adjustments made to the packaging machine are within the limits specified in the respective technical documentation supplied with the machine, the claim is rejected and the Buyer shall pay for the services rendered during the machine adjustment under current service contract. 3.4.2. If service engineer confirms that it is possible to use the material for production provided some of the adjustments made to the packaging machine are outside the limits specified in the respective technical documentation supplied with the machine, ...
Sample 1
Actions of the Parties after the Closing. (a) Oceaneering will promptly give or file and will cause each of the Oceaneering Affiliates to promptly give or file any notices, applications or registration to third Persons, and will use its reasonable efforts (and will cause each Oceaneering Affiliate to use its reasonable efforts) to obtain any consents, waivers or approvals set forth on Schedule 4.2 or 4.6 to the Oceaneering Disclosure Letter. Oceaneering will use reasonable efforts to promptly replace and obtain the release of Global and any of its Affiliates from any performance bonds, letters of credit, guarantees or other credit or performance support related to any of the ROV Business Assumed Contracts. (b) Global will promptly give or file and will cause each of the Global Affiliates to promptly give or file any notices, applications or registration to third Persons, and will use its reasonable efforts (and will cause each Global Affiliate to use its reasonable efforts) to obtain any consents, waivers or approvals set forth on Schedule 5.2 or 5.6 to the Global Disclosure Letter. Global will use reasonable efforts to promptly replace and obtain the release of Oceaneering and any of its Affiliates from any performance bonds, letters of credit, guarantees or other credit or performance support related to any of the Diving Business Assumed Contracts.
Sample 1