BOARD REPRESENTATION AND OBSERVER STATUS. As part of the closing ---------------------------------------- procedures @Home shall take such actions as are necessary to enable it to comply with Schedule "C".
BOARD REPRESENTATION AND OBSERVER STATUS Sample Clauses
Related to BOARD REPRESENTATION AND OBSERVER STATUS
Board Representation The merger agreement provides that promptly after the later to occur of (1) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directors.
Survival of Representations and Obligations The respective agreements, representations, warranties and other statements made by the Issuer, the Company or the Seller or their respective officers, including any such agreements, representations, warranties and other statements relating to the Master Trust, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the Issuer, the Company or the Seller or any of their respective officers or directors or any controlling person, and will survive delivery of and payment of the Notes. The provisions of Section 9 and Section 10 of this Agreement shall survive the termination or cancellation of this Agreement.
Information and Observer Rights (a) As long as the Purchaser owns at least five percent (5%) of the Securities originally purchased hereunder, Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by Company pursuant to the Exchange Act. As long as the Purchaser owns at least five percent (5%) of the Securities originally purchased hereunder, if Company is not required to file reports pursuant to such laws, it will prepare and furnish to the Purchaser and simultaneously make publicly available in accordance with Rule 144(c) such information as is required for the Purchaser to sell the Securities under Rule 144. Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable the Purchaser to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. If Company fails to remain current in its reporting obligations or to provide currently publicly available information in accordance with Rule 144(c) and such failure extends for a period of more than fifteen Trading Days (the date which such fifteen Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Purchaser may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the information failure is cured, Company shall pay to the Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to one percent (1%) of purchase price paid for the Securities held by the Purchaser at the Event Date. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an information failure (except in the case of the first Event Date).
Company Board Representation Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees.
Survival of Representations and Covenants All representations, warranties and covenants of the Pledgor contained herein shall survive the execution and delivery of this Pledge Agreement, and shall terminate only upon the termination of this Pledge Agreement.
Ratification and Affirmation; Representations and Warranties Each Obligor hereby (a) acknowledges the terms of this Fourth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fourth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fourth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fourth Amendment.
Survival of Representations, Etc All representations and warranties contained in this Agreement or made in writing by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of this Agreement and the Loan Documents, the making of the Advances and any investigation made by or on behalf of the Lenders, none of which investigations shall diminish any Lender’s right to rely on such representations and warranties. All obligations of the Borrower provided for in Sections 2.12, 2.13, 2.14(c), 9.04, and 9.07 and all of the obligations of the Lenders in Section 8.05 shall survive any termination of this Agreement and repayment in full of the Obligations.
Reaffirmation of Representations and Warranties/Further Assurances After giving effect to the amendments herein, each representation and warranty of such Credit Party contained in the Credit Agreement and in each of the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date).
Termination of Representations and Warranties The representations and warranties of the parties set forth in this Agreement shall terminate at the Effective Time.
Affirmation of Representations and Warranties At each Applicable Time, Settlement Date and Representation Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented as of such date; and each execution and delivery by the Company of a Terms Agreement, shall be deemed to be an affirmation to the Manager that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented as of such date.
