Binding of the Stockholders Sample Clauses

Binding of the Stockholders. Each one of the Parties agrees that the decisions taken in the Prior Meeting shall bind the vote of all the Stockholders in the respective General Meeting, and the Stockholders shall vote in block in such General Meeting, in accordance with such decisions. Each one of the Stockholders undertakes to cause its/his/her respective representatives in the General Meetings to vote in accordance with the decision approved by the Prior Meeting, as regulated in this Clause 4, independently of whether or not they attended the Prior Meeting and whether or not they voted in favor of the decision at the Prior Meeting. The committee of the General Meeting of Stockholders shall be obliged not to register any votes not in agreement with the decisions of the Prior Meeting and to register the votes of such Stockholders as are absent from the General Meeting, to the same effect as the decision of the Prior Meeting. Any exercise, by any of the Stockholders, of the right of vote in the General Meetings that is not in accordance with the decisions approved at the Prior Meeting, or with the other applicable provisions of this Agreement, shall result in nullity of the vote cast. Without prejudice to the provisions of this Clause 4.2(h), non-attendance at the General Meeting, and abstentions from vote by any one of the Stockholders, shall give to any one of the other Stockholders the right to vote, in accordance with the decisions of the Prior Meeting, with the Bound Shares belonging to such stockholder as has not complied with the obligation of voting in accordance with the decisions of the Prior Meeting, and such other Stockholder shall make clear, and cause it to be stated in the minutes of the General Meeting, that it has acted in this way based on this Clause 4.2(h).
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Related to Binding of the Stockholders

  • Binding Agreement This Agreement shall be binding and inure to the benefit of the Parties hereto and their respective heirs, legal successors, and assigns.

  • Binding Agreements This Agreement and the other Financing Documents executed and delivered by the Borrowers have been properly executed and delivered and constitute the valid and legally binding obligations of the Borrowers and are fully enforceable against each of the Borrowers in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties, and general principles of equity regardless of whether applied in a proceeding in equity or at law.

  • Organization and Standing of the Purchasers If the Purchaser is an entity, such Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.

  • Binding Obligation Each Receivable shall constitute the genuine, legal, valid and binding payment obligation in writing of the related Obligor, enforceable by the holder thereof in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

  • Binding Obligations This Agreement and each of the other Transaction Documents to which it is a party constitutes legal, valid and binding obligations of the Servicer, enforceable against the Servicer in accordance with their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

  • Organization and Standing of the Investor The Investor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Good Standing of the Fund The Fund has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement; and the Fund is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

  • Binding Nature This Agreement shall be binding upon, and inure to the benefit of, the successors and personal representatives of the respective parties hereto.

  • Binding of Successors This Agreement shall bind the successors, assigns and legal representatives of the Grantee and of any legal entity that succeeds to the obligations of the Division of Library and Information Services.

  • Not Binding Until Executed The submission by Landlord to Tenant of this Lease shall have no binding force or effect, shall not constitute an option for the leasing of the Premises, nor confer any right or impose any obligations upon either party until execution of this Lease by both parties.

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