Common use of Agreement to Take Corporate Actions Clause in Contracts

Agreement to Take Corporate Actions. (a) Subject to applicable Legal Requirements, the Members shall themselves do and pass, and/or cause Company at all times thereafter to do and pass, or cause to be done and passed in a timely manner without undue delay, all such acts, meetings, resolutions and corporate actions, and from time to time execute and deliver or cause to be executed and delivered such documents, instruments and agreements as may be required under applicable Legal Requirements or as may be necessary or advisable in the reasonable opinion of any Member, to give effect to and to be responsive to and consistent with the terms and provisions of this Agreement, and to resolutions Approved by Company so that the Members and Company will become subject to all of the obligations and liabilities expressed to be imposed upon them respectively hereunder and the intentions of the Members expressed hereunder can be implemented. The Members agree to attend duly called meetings and vote their Units and otherwise to act in every manner permitted under applicable Legal Requirements, to cause Company to act in the manner provided for herein and in the manner set forth in duly Approved resolutions of the Board and to give effect to the provisions of this Agreement and its purpose and intent, and to the extent necessary and permitted by Legal Requirements. The Members, so long as any of their nominees are Managers, agree to cause their nominees to attend duly called meetings and, to the extent that they are permitted by applicable Legal Requirements to do so, to cause their nominees to act and vote as Managers respectively so that the purpose and intent of this Agreement shall be carried out, and they shall remove any such nominee who shall consistently fail in this respect. (b) Following the Commercial Operation Date, subject to applicable Legal Requirements and limitations contained in the Project Financing Documents, the Company shall cause the Company’s subsidiaries (including the Project Company and Pledgor) to distribute all of its Available Cash to the Company on a quarterly basis.

Agreement to Take Corporate Actions. (a) Subject to applicable Legal Requirements, the Members shall themselves do and pass, and/or cause Company at all times thereafter to do and pass, or cause to be done and passed in a timely manner without undue delay, all such acts, meetings, resolutions and corporate actions, and from time to time execute and deliver or cause to be executed and delivered such documents, instruments and agreements as may be required under applicable Legal Requirements or as may be necessary or advisable in the reasonable opinion of any Member, to give effect to and to be responsive to and consistent with the terms and provisions of this Agreement, and to resolutions Approved by Company so that the Members and Company will become subject to all of the obligations and liabilities expressed to be imposed upon them respectively hereunder and the intentions of the Members expressed hereunder can be implemented. The Members agree to attend duly called meetings and vote their Units and otherwise to act in every manner permitted under applicable Legal Requirements, to cause Company to act in the manner provided for herein and in the manner set forth in duly Approved resolutions of the Board Managing Member and to give effect to the provisions of this Agreement and its purpose and intent, and to the extent necessary and permitted by Legal Requirements. The Members, so long as any of their nominees are Managers, agree to cause their nominees to attend duly called meetings and, to the extent that they are permitted by applicable Legal Requirements to do so, to cause their nominees to act and vote as Managers respectively so that the purpose and intent of this Agreement shall be carried out, and they shall remove any such nominee who shall consistently fail in this respect. (b) Following the Commercial Operation Date, subject to applicable Legal Requirements and limitations contained in the Project Financing Documents, the Company shall cause the Company’s subsidiaries (including the CP Holdings, Project Company and Pledgor) to distribute all of its Available Cash to the Company on a quarterly basis.. ARTICLE V.

Agreement to Take Corporate Actions. (a) Subject to applicable Legal Requirements, the Members shall themselves do and pass, and/or cause Company Nevada JV at all times thereafter to do and pass, or cause to be done and passed in a timely manner without undue delay, all such acts, meetings, resolutions and corporate actionsactions including amendment of the Certificate of Formation, and from time to time execute and deliver or cause to be executed and delivered such documents, instruments and agreements as may be required under applicable Legal Requirements or as may be necessary or advisable in the reasonable opinion of any Member, to give effect to and to be responsive to and consistent with the terms and provisions of this Agreement, and to resolutions Approved by Company Nevada JV so that the Members and Company Nevada JV will become subject to all of the obligations and liabilities expressed to be imposed upon them respectively hereunder and the intentions of the Members expressed hereunder can be implemented. The Members agree to attend duly called meetings and vote their Units and otherwise to act in every manner permitted under applicable Legal Requirements, to cause Company Nevada JV to act in the manner provided for herein and in the manner set forth in duly Approved resolutions of the Board and to give effect to the provisions of this Agreement and its purpose and intent, and to the extent necessary and permitted by Legal Requirements, to cause the Certificate of Formation to be adapted and/or amended or supplemented, if necessary, to permit the provisions hereof to be implemented in accordance with the terms of this Agreement. The Members shall, subject to applicable Legal Requirements, vote their Units consistent with actions taken or advice given by the Board in accordance with the provisions of this Agreement or any provision of this Agreement when any matter is presented for a vote of the Members, and the Members shall cause their nominee Managers to support and implement all proposals brought before them consistent with actions taken or advice given by the Board or any provision of this Agreement. The Members, so long as any of their nominees are Managers, agree to cause their nominees to attend duly called meetings and, to the extent that they are permitted by applicable Legal Requirements to do so, to cause their nominees to act and vote as Managers respectively so that the purpose and intent of this Agreement (including the implementation of the Board’s advice) shall be carried out, and they shall remove any such nominee who shall consistently fail in this respect. (b) Following the Commercial Operation Date, subject to applicable Legal Requirements and limitations contained in the Project Financing Documents, the Company shall cause the Company’s subsidiaries (including the Project Company and Pledgor) to distribute all of its Available Cash to the Company on a quarterly basis.

Agreement to Take Corporate Actions. (a) Subject to applicable Legal Requirements, the Members The Shareholders shall themselves do and passdo, and/or cause the Company at all times thereafter to do and passdo, or otherwise cause to be done and passed in a timely manner without undue delaydone, all such acts, meetings, resolutions and corporate actionsincluding amendment or supplement of the Corporate Documents or the Rules of Procedure, and from time to time execute and deliver or cause to be executed and delivered all such documents, instruments and agreements as may be required under applicable Legal Requirements or as may be necessary or advisable in the reasonable opinion of the Management Committee (including, for greater certainty, any Memberrecommendations made by the Management Committee), to give effect to and to be responsive to and consistent with the terms and provisions of this AgreementAgreement or to any duly adopted resolution of the Board, and to resolutions Approved by Company the Management Committee or the Shareholders so that the Members Company and Company the Shareholders will become be subject to all of the obligations and liabilities expressed to be imposed upon them the Company and the Shareholders respectively hereunder and the intentions of the Members expressed Parties hereunder can be implemented. . (b) The Members Shareholders agree to attend duly called meetings and vote their Units shares in the Company and to cause their nominees on the Board and the Management Committee to vote, and otherwise to act in every manner permitted under applicable Legal Requirements, to cause the Company to act in the manner provided for herein and or in the manner set forth in a duly Approved resolutions adopted resolution of the Board and Board, the Management Committee (including to give effect to any recommendation thereof) or the provisions of Shareholders, as applicable, in accordance with this Agreement and its purpose and intentthe Corporate Documents and, and to the extent necessary and permitted by Legal Requirements. The Members, so long as any of their nominees are Managers, agree to cause their nominees to attend duly called meetings and, to the extent that they are permitted by applicable Legal Requirements to do so, to cause their nominees the Corporate Documents and Rules of Procedure to act and vote as Managers respectively so that be amended or supplemented, to permit the purpose and intent provisions hereof to be implemented in accordance with the intentions of this Agreement shall be carried out, and they shall remove any such nominee who shall consistently fail in this respectthe Parties. (bc) Following Each Shareholder will and will cause its nominee(s) to the Commercial Operation DateBoard and any Committee who have been designated by that Shareholder to act at all times in conformity with, subject and to applicable Legal Requirements and limitations contained in take such action as may be reasonably required of them to ensure the Project Financing Documentsfulfilment of, the Company shall cause terms of this Agreement, including such actions as to effect any duly adopted resolution of the Company’s subsidiaries Management Committee (including to effect any recommendation thereof) in accordance with this Agreement. (d) The Shareholders shall refrain from challenging the Project Company and Pledgor) to distribute all validity of its Available Cash to any decision adopted by the Company on a quarterly basisand/or action performed by the Company or the other Shareholder in accordance with the terms of this Agreement. (e) Each Shareholder hereby irrevocably and unconditionally releases and forever discharges each Director from all Claims that such Shareholder may have against such Director for any breach of such Director’s fiduciary duties that may result from such Director taking any action or failing to take any action in accordance with the terms of this Agreement.

Agreement to Take Corporate Actions. (a) Subject to applicable Legal Requirements, the Members shall themselves do and pass, and/or cause Company at all times thereafter to do and pass, or cause to be done and passed in a timely manner without undue delay, all such acts, meetings, resolutions and corporate actions, and from time to time execute and deliver or cause to be executed and delivered such documents, instruments and agreements as may be required under applicable Legal Requirements or as may be necessary or advisable in the reasonable opinion of any Member, to give effect to and to be responsive to and consistent with the terms and provisions of this Agreement, and to resolutions Approved by Company so that the Members and Company will become subject to all of the obligations and liabilities expressed to be imposed upon them respectively hereunder and the intentions of the Members expressed hereunder can be implemented. The Members agree to attend duly called meetings and vote their Units and otherwise to act in every manner permitted under applicable Legal Requirements, to cause Company to act in the manner provided for herein and in the manner set forth in duly Approved resolutions of the Board Managing Member and to give effect to the provisions of this Agreement and its purpose and intent, and to the extent necessary and permitted by Legal Requirements. The Members, so long as any of their nominees are Managers, agree to cause their nominees to attend duly called meetings and, to the extent that they are permitted by applicable Legal Requirements to do so, to cause their nominees to act and vote as Managers respectively so that the purpose and intent of this Agreement shall be carried out, and they shall remove any such nominee who shall consistently fail in this respect. (b) Following the Commercial Operation Date, subject to applicable Legal Requirements and limitations contained in the Project Financing Documents, the Company shall cause the Company’s subsidiaries (including the CP Holdings, Project Company and Pledgor) to distribute all of its Available Cash to the Company on a quarterly basis.