Agreement to Resign Sample Clauses

Agreement to Resign. Subject to and conditioned upon (a) stockholder approval of the Amendment at the 2006 Annual Meeting, and (b) filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, each Director hereby agrees to and does hereby tender his resignation from the Board to be effective immediately prior to the 2007 Annual Meeting.
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Agreement to Resign. The Director hereby agrees to tenders his resignation from the Board effective immediately prior to the closing of the IPO. At such time, the Director shall execute and deliver to the Company the written resignation in the form attached hereto as Exhibit A.
Sample 1
Agreement to Resign. In the event that at any time the Stockholder beneficially holds less than 80% of the Balance Shares (as defined herein), the Stockholder agrees that he will immediately resign from the Board of Directors of Olicom. As used herein, the term "Balance Shares" shall mean the number of shares of Olicom Common Stock received by the Stockholder pursuant to the Merger, net of 150,000 shares of Olicom Common Stock that the Stockholder shall be permitted to sell in the manner set forth herein for the purpose providing liquidity for the satisfaction of tax obligations (and the sale of same by the Stockholder consistent with the provisions hereof shall not affect the Stockholder's agreements pursuant to this Section 3.3).
Sample 1
Agreement to Resign. In the event of any breach of Section 2 by any Xxxxxx Investor: (a) Xxxx Xxxxxx hereby agrees to immediately resign as a director of the Company and from any and all other positions, titles and directorships then held by Xx. Xxxxxx with the Company or any of its Subsidiaries, (b) Xx. Xxxxxx shall not be permitted to nominate himself as a candidate for election to the Board of Directors pursuant to Section 2(c) of the Shareholders’ Agreement, (c) the provisions of Section 1.10 of the Merger Agreement shall cease to apply to Xx. Xxxxxx, and (d) the restrictions on removal of a director from the Board of Directors set forth in Section 3 of the Shareholders’ Agreement shall cease to apply to Xx. Xxxxxx. Xx. Xxxxxx further acknowledges and agrees that any breach of Section 2 by any Xxxxxx Investor shall constitute “Cause” for purposes of that certain Independent Contractor Consulting Agreement, dated as of even date herewith, by and between the Company and Xx. Xxxxxx. Xx. Xxxxxx acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 3 were not performed in accordance with its specified terms or were otherwise breached, and that the Company would not have an adequate remedy at law for money damages in such event. Accordingly, the Company, without posting any bond or other undertaking, shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 3 and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which the Company may be entitled at law or equity.
Sample 1
Agreement to Resign. Upon cessation of the Director’s employment by Canyon or any of its affiliates (other than the Company and its subsidiaries), for any reason or reasons, and if the Director shall then be a member of the Board or the Board of any subsidiary of the Company, the Director shall immediately resign from the Board and from the board of any subsidiary of the Company.
Sample 1
Agreement to Resign. (i) In the event that the Gaelic Director Threshold is not met, Gaelic shall use its best efforts to cause the Gaelic Designee to resign immediately from the Board; provided that this requirement shall not apply if all of the independent directors on the Board vote in favor of the Gaelic Designee remaining on the Board until the next election of directors. (ii) In the event that the Xxxxxxxxxxxx Director Threshold is not met, Xxxxxxxxxxxx shall use its best efforts to cause the Xxxxxxxxxxxx Designee to resign immediately from the Board; provided that this requirement shall not apply if all of the independent directors on the Board vote in favor of the Xxxxxxxxxxxx Designee remaining on the Board until the next election of directors.
Sample 1
Agreement to Resign. The parties agree Employee’s employment with the City will end effective February 3, 2022 (also known as the Separation Date). Execution of the Agreement by Employee shall constitute his notice of resignation which cannot be rescinded. Employee understands that after this Agreement is signed, he will not return to work for the City in any capacity.
Sample 1
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Related to Agreement to Resign

  • Seller Not to Resign Subject to the provisions of Section 6.03, the Seller shall not resign from the obligations and duties hereby imposed on it as Seller hereunder.

  • Servicer Not to Resign The Servicer shall not resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.

  • The Servicer Not to Resign The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent and each Lender Agent. No such resignation shall become effective until a Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02.

  • Agreement to Retain Shares From and after the date hereof until the Expiration Date, Shareholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5.c below)) any Shares or New Shares, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder from performing Shareholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder may make (w) any transfer by will or by operation of law or other transfers for estate-planning purposes, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (x) if Shareholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder or to an affiliated corporation, trust or other business entity under common control with Shareholder, or if Shareholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, and (y) any transfer as Leap may otherwise agree in writing in its sole discretion.

  • Right to Re-enter In the event of any such default by Tenant, Landlord shall have the right, after terminating this Lease, to re-enter the Premises and remove all persons and property. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, and disposed of by Landlord in any manner permitted by law.

  • Amendment to Rights Agreement Section 1(w) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

  • Master Servicer Not to Resign Subject to Section 5.02, the Master Servicer shall not resign as Master Servicer under this Agreement except (i) if the performance of its obligations under this Agreement are no longer permissible under applicable law or due to applicable law are in material conflict with any other activities carried on by it or its subsidiaries or Affiliates that are of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) if (a) the Master Servicer has proposed a successor Master Servicer to the Indenture Trustee and the proposed successor Master Servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency has delivered a letter to the Indenture Trustee before the appointment of the successor Master Servicer stating that the proposed appointment of the successor Master Servicer as Master Servicer under this Agreement will not result in the reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) the proposed successor Master Servicer is reasonably acceptable to the Credit Enhancer in its sole discretion, as evidenced by a letter to the Indenture Trustee. No resignation by the Master Servicer shall become effective until the Indenture Trustee or successor Master Servicer designated by the Master Servicer has assumed the Master Servicer's obligations under this Agreement or the Indenture Trustee has designated a successor Master Servicer in accordance with Section 6.02. Any resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Master Servicer. Any determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to that effect delivered to the Indenture Trustee and the Credit Enhancer. The Master Servicer shall have no claim (whether by subrogation or otherwise) or other action against the Transferor, any Noteholder, or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to any provision of this Agreement.

  • Amendment to Section 6 1. Section 6.1 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Amendment to Section 7 02. Section 7.02(c) of the Credit Agreement is amended and restated to read in its entirety as follows:

  • Agreement to Restrict Trading Intermediary agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund as having engaged in transactions of the Fund’s Shares (directly or indirectly through the Intermediary’s account) that violate policies established or utilized by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.

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