By Shareholders Clause Samples

By Shareholders. Except when otherwise required by the 1940 Act, this Declaration of Trust may be amended at any time by a majority vote of the shares of the Trust entitled to be voted.

By Shareholders. Each of the Shareholders shall pay on demand all costs and expenses (including legal expenses on a full indemnity basis) reasonably incurred by the Agent and/or any of the Banks in protecting or enforcing any rights against it under this Agreement.

By Shareholders. Except when otherwise required by the 1940 Act, this Declaration of Trust may ---------------- be amended at any time by a majority of the votes represented by outstanding Shares entitled to vote, except that an amendment which shall affect the holders of one or more series or classes of Shares but not the holders of all outstanding series and classes shall be authorized by vote of holders of a majority of the votes represented by outstanding Shares entitled to vote of each series and class affected and no vote of Shareholders of a series class not affected shall be required.

By Shareholders. Except as provided in Section 9.2 hereof, this Declaration of Trust may be amended only by the affirmative vote of the holders of not less than two-thirds of all the Shares then outstanding and entitled to vote on the matter.

By Shareholders if any of the conditions provided for in Section 5.2 hereof shall not have been met or waived in writing by Shareholders at or prior to Closing.

By Shareholders. Except as otherwise expressly provided in this Agreement, none of the Shareholders shall, without the prior consent in writing of the Agent and the Banks, prior to the Discharge Date:- (1) ask, demand, sue ▇▇▇, take or receive, directly or indirectly, whether by exercise of set-off, counterclaim or in any other manner, or recover or enforce payment of any Subordinated Indebtedness (provided that, for the avoidance of doubt, nothing under this paragraph (1) shall prohibit any asking, demand, suit for, taking or receipt, or recovery or enforcement of, any payment due by the Borrower under any of the Excluded Transactions); (2) take any security from the Borrower or any other person in respect of any Subordinated Indebtedness and any security taken notwithstanding the undertaking in this paragraph (2) shall be held by the relevant Shareholder in trust for the Agent; (3) make or enforce any claim or right against the Borrower or prove in competition with the Agent or any Bank in respect of the performance of any obligation under this Agreement; (4) assign, transfer, sell, charge or purport to assign, transfer, sell, charge or otherwise dispose or purport to dispose of the whole or any part of or any interest in any rights which it may from time to time and for the time being have against the Borrower in respect of the Subordinated Indebtedness; or (5) take or omit to take any action whereby the subordination of the Subordinated Indebtedness or any part thereof to the Senior Indebtedness may be terminated, impaired or adversely affected.

By Shareholders. (1) Each of the Shareholders severally undertakes that, at all times prior to the Termination Date:- (a) Litigation: it will, as soon as reasonably practicable, deliver to the Agent for distribution to the Banks details of any litigation, arbitration or administrative proceeding which, if to its knowledge had been current or pending at the date of this Agreement, would have rendered the representation and warranty in Clause 5(A)(7) incorrect;

By Shareholders. Unless the Articles of Incorporation or by-law adopted by the shareholders provides otherwise as to all or some portion of the by-laws, the shareholders may amend, repeal or adopt the by-laws even though the by-laws may also be amended, repealed or adopted by the board of directors.

By Shareholders. The Shareholders hereby jointly and severally agree to indemnify, defend and hold harmless MIOA, its subsidiaries and their directors, officers, employees and controlled and controlling persons (hereinafter "MIOA'S AFFILIATES"), from and against all Claims (as hereinafter defined) asserted against, resulting to, imposed upon, or incurred by MIOA, MIOA's affiliates, the Surviving Company, their businesses or their assets, directly or indirectly, by reason of, arising out of or resulting from (x) the inaccuracy or breach of any representation or warranty of the Company or such Shareholders contained in or made pursuant to Article III of this Agreement; (y) the breach of any covenant of the Company or such Shareholders contained in this Agreement, and (z) any Claim against the Surviving Company, its business or its assets not otherwise disclosed in this Agreement or the disclosure schedules relating to or arising from matters related to or arising from the Company, or its businesses prior to the Effective Date (except those claims disclosed in SCHEDULE 3.21 for which MIOA, MIOA Affiliates and the Surviving Company shall be indemnified). As used in this Agreement, the term "CLAIM" shall include (i) all liabilities; (ii) all losses, damages, judgments, awards, settlements, costs and expenses (including, without limitation, interest including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, actions, costs of investigation, causes of action, proceedings and assessments ultimately determined to be valid.