Agreement to Vote in Favor of Transactions Sample Clauses

Agreement to Vote in Favor of Transactions. At any meeting of the shareholders of the Company called, held or convened to seek the approval of the shareholders of the Company, or at any adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which a vote, consent, waiver or other approval with respect to the Business Combination Agreement, the Share Exchange, or any other Transaction Document is sought or required (a “Company Shareholder Approval”), the Shareholder shall:
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Agreement to Vote in Favor of Transactions. Each Shareholder agrees, jointly and severally, that, from and after the date hereof and until the Termination Date, at any meeting of the shareholders of any person through which such Shareholder, at any time prior to the Termination Date, holds a direct or indirect interest in AmBev (each such person, a "Shareholder Company"), however called, or in connection with any written consent of the shareholders of any Shareholder Company, the Shareholder shall, and shall cause each Shareholder Company to:
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Agreement to Vote in Favor of Transactions. At any meeting of the shareholders of the Company called, held or convened to seek the Company Recapitalization Approval, Company Conversion Approval or Company Closing Approval, or at any adjournment or postponement thereof, or in connection with any written resolution or consent of the shareholders of the Company or in any other circumstances upon which a vote, consent, waiver or other approval with respect to the Business Combination Agreement, any Ancillary Agreements, the Merger, or any other Transaction is sought or required under the Governing Documents or Contract of the Company or otherwise (the “Other Company Approvals”), such Company Shareholder shall:
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Agreement to Vote in Favor of Transactions. At any meeting of the shareholders of BSAQ called, held or convened to seek the BSAQ Shareholder Approval, or at any adjournment or postponement thereof, or in connection with any written resolution or consent of the shareholders of BSAQ or in any other circumstances upon which a vote, consent, waiver or other approval with respect to the Business Combination Agreement, any Ancillary Agreements, the Merger, or any other Transaction is sought or required under the Governing Documents or Contract of BSAQ or otherwise (the “Other BSAQ Approvals”), such Sponsor Party shall:
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Agreement to Vote in Favor of Transactions. At any meeting of the shareholders of Perception called to seek the Perception Shareholder Approval, or at any adjournment or postponement, or in connection with any written consent of the shareholders of Perception or in any other circumstances upon which a vote, consent, waiver or other approval with respect to the Business Combination Agreement or any other Ancillary Document is sought or required, Sponsor shall:
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Agreement to Vote in Favor of Transactions. At any meeting of the shareholders of BGHL called to seek the shareholder approval, or at any adjournment or postponement, or in connection with any written consent of the shareholders of BGHL or in any other circumstances upon which a vote, consent, waiver or other approval with respect to the Business Combination Agreement or any other Ancillary Document is sought or required, FGRL shall:
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Related to Agreement to Vote in Favor of Transactions

  • Grant of Transaction Liens (a) The Borrower, in order to secure the Secured Obligations, and each Lien Grantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Lien Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:

  • Settlement of Transactions (a) Subject to Section 3 and Section 4.2, J.X. Xxxxxx will act in accordance with Instructions with respect to settlement of transactions. Settlement of transactions will be conducted in accordance with prevailing standards of the market in which the transaction occurs. Without limiting the generality of the foregoing, the Customer authorizes J.X. Xxxxxx to deliver Financial Assets or cash payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in connection with such delivery or payment, and the Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or willful misconduct of J.X. Xxxxxx, and the risk of loss arising from any such action will be borne by the Customer. If the Customer’s counterparty (or other appropriate party) fails to deliver the expected consideration as agreed, J.X. Xxxxxx will notify the Customer of such failure. If the Customer’s counterparty continues to fail to deliver the expected consideration, J.X. Xxxxxx will provide information reasonably requested by the Customer that J.X. Xxxxxx has in its possession to allow the Customer to enforce its rights against the Customer’s counterparty, but neither J.X. Xxxxxx nor its Subcustodians will be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.

  • Closing of Transactions 2 Section 1.3 Exchange of Secretary's Certificates.......................................................2

  • Consummation of Transactions Each party shall use all commercially ---------------------------- reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable law to carry out all of their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following:

  • As Of Transactions For purposes of this Article M, the term “

  • Closing of Transaction The sale of the Share by Seller to Purchaser under the Shareholder Agreement shall be coordinated with and shall occur simultaneously with the closing of the transactions contemplated by the Share Purchase Agreement and the Remaining Agreements. Within one business day after the Closing, the Purchaser shall deliver to Seller the cash portion of the purchase price as set forth in the Shareholder Agreement. The cash portion of the purchase price for all outstanding shares of limited liability company interest may be transferred by wire transfer to the Company's US dollar account, for immediate distribution to the Seller and the other sellers of such limited liability company interests. Within 30 days after the Closing, the Purchaser shall deliver to the Seller a stock certificate representing the preferred stock of the Purchaser to which the Seller shall be entitled hereunder and under the Shareholder Agreement.

  • Consummation of Transaction Each of the parties hereto hereby agrees to use its best efforts to cause all conditions precedent to his or its obligations (and to the obligations of the other parties hereto to consummate the transactions contemplated hereby) to be satisfied, including, but not limited to, using all reasonable efforts to obtain all required (if so required by this Agreement) consents, waivers, amendments, modifications, approvals, authorizations, novations and licenses; provided, however, that nothing herein contained shall be deemed to modify any of the absolute obligations imposed upon any of the parties hereto under this Agreement or any agreement executed and delivered pursuant hereto.

  • TIMING OF TRANSACTIONS Distributor hereby appoints the Company as agent for the Funds for the limited purpose of accepting purchase and redemption orders for Fund shares from the Contract owners. On each day the New York Stock Exchange (the "Exchange") and the Company are open for business (each, a "Business Day"), the Company may receive instructions from the Contract owners for the purchase or redemption of shares of the Funds ("Orders"). Orders received and accepted by the Company prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day (currently, 4:00 p.m. Eastern time) and transmitted to the Funds' transfer agent by 9:30 a.m. Eastern time on the next Business Day will be executed at the net asset value determined as of the Close of Trading on that Business Day. Any Orders received by the Company on such day but after the Close of Trading, and all Orders that are transmitted to the Funds' transfer agent after 9:30 a.m. Eastern time on the next Business Day, will be executed at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day as of which an Order is executed by the Funds' transfer agent pursuant to the provisions set forth above is referred to herein as the "Trade Date". All orders are subject to acceptance or rejection by Distributor or the Funds in the sole discretion of either of them.

  • Conformity of Transaction Documents The Transaction Documents will conform to their descriptions in the Prospectus in all material respects.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

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