Certain Actions of the Parties Sample Clauses

Certain Actions of the Parties. Following the Effective Time, each Rollover Option shall be subject to the same terms, conditions and vesting schedule as had applied to the corresponding Company Option as of immediately prior to the Effective Time. At or prior to the Effective Time, (i) Parent shall take all actions reasonably necessary to reserve for issuance a number of shares of Parent Common Stock in respect of each Rollover Option and (ii) Parent shall file a registration statement on Form S-8, Form S-3 or Form S-1 (or any successor or other appropriate form), as applicable, with respect to the shares of Parent Common Stock subject to each Rollover Option and shall maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such awards remain outstanding. If the service of a holder of a Rollover Option or Unvested Company Phantom Cash Award is terminated by Parent without Cause (as defined on Schedule 1.2(b) of the Disclosure Schedule) within twelve (12) months following the Effective Time, then any then-unvested portion of the Rollover Option or Unvested Company Phantom Cash Award shall become fully vested and exercisable as of the date of such termination. If, subsequent to a termination of employment or other service of the holder of a Rollover Option or Unvested Company Phantom Cash Award for any reason other than for Cause, it is discovered that such holder’s employment or other service relationship could have been terminated for Cause under clauses (B) or (D) of such definition and such actions or inactions resulted in a material harm to the Parent Group, such holder’s employment or other service relationship shall, at the good faith and reasoned discretion of the Board of Directors, be deemed to have terminated by the Parent Group for Cause for all purposes under this Agreement, and such holder shall be required to disgorge to the Company all after-tax amounts received by such holder in connection with the acceleration of such holder’s Rollover Option or Unvested Company Phantom Cash Award following such termination that would have been forfeited under this Agreement had such termination been by any Parent Group Member for Cause.
Sample 1
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Certain Actions of the Parties. Following the Effective Time, each Rollover Equity Award shall be subject to the same terms and conditions as had applied to the corresponding Company Equity Award as of immediately prior to the Effective Time, except that any performance metrics applicable to such Company Equity Awards shall no longer apply from and after the Effective Time. Prior to the Effective Time, the parties shall take all actions that Parent and the Company determine are reasonably necessary or desirable to effectuate the provisions of this Section 3.3, including obtaining board or committee consents or adopting or assuming a Company Equity Plan by Parent and, if requested by Parent, terminating any Company Equity Plan effective as of the Effective Time. At or prior to the Effective Time, Parent shall take all actions reasonably necessary to reserve for issuance a number of Parent Shares in respect of each Rollover Equity Award. At or prior to the Effective Time, Parent shall file a registration statement on Form S-8 with respect to the Parent Shares subject to each Rollover Equity Award held by individuals who are providing services to Parent or its subsidiaries as of the Closing and Parent shall include on the Form S-4, the Parent Shares subject to each Rollover Equity Award (other than a Rollover Option) held by individuals who are not providing services to Parent or its subsidiaries as of the Closing. The Company shall assist Parent in the preparation of such registration statement and provide Parent with all information reasonably requested by Parent for such preparation.
Sample 1
Certain Actions of the Parties. If, in the giving or withholding of claims notifications, consents or requests for or objections to disbursements hereunder, any party shall act in an arbitrary or capricious manner without justification (including unjustified actions taken for the purpose of causing the Escrow Agent to retain sums as to which a party has no reasonable claim), the arbitrator or court adjudicating any dispute arising hereunder or under the Asset Purchase Agreement may award to the successful litigant all costs and attorney fees incurred by such successful litigant by reason of such actions.
Sample 1

Related to Certain Actions of the Parties

  • Actions of the Parties Notwithstanding anything to the contrary in the Initial Agreement, the Parties will act in accordance with the following provisions, which provisions will be deemed to supplement and amend the Initial Agreement.

  • Obligations of the Parties 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.

  • Actions of the Bank The Bank shall follow Instructions received regarding assets held in the Accounts. However, until it receives Instructions to the contrary, the Bank will:

  • Conditions to Obligations of the Parties The obligations of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at the Closing (as defined below) of the following conditions:

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • Agreements of the Parties (a) If the Registration Statement relating to the Shares has not yet become effective, the Fund will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such Registration Statement to become effective and, as soon as the Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A under the Act, the Fund will file a 430A Prospectus pursuant to Rule 497(h) under the Act as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Fund will file a Prospectus pursuant to Rule 497(b) or (j) under the Act as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Fund will provide you satisfactory evidence of the filing. The Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy.

  • Final Agreement of the Parties THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

  • AGREEMENT OF THE PARTIES The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. Neither Executive nor the Company shall be entitled to any presumption in connection with any determination made hereunder in connection with any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.

  • Conditions Precedent to Obligations of the Parties The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by such Party on or prior to the Closing Date of the following conditions:

  • Further Agreements of the Parties Each of the Enterprise Parties covenants and agrees with the Underwriters:

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