Certain Procedural Matters. With respect to any vote required to be cast or consent required to be executed pursuant to Section 2.01(b), each Stockholder agrees to take all steps reasonably necessary to ensure that all of such Stockholder’s Covered Shares are counted as present for quorum purposes (if applicable) and for purposes of recording the results of the vote or consent.
Certain Procedural Matters. (a) Any indemnification and advances provided for in this Agreement shall be made no later than thirty (30) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification is not paid in full by the Company within thirty (30) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim, and, subject to Section 15 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses of bringing such action.
Certain Procedural Matters. (a) A party seeking indemnification (the "INDEMNIFIED PARTY") shall give prompt written notice to the party from whom indemnification will be sought (the "INDEMNIFYING PARTY") of any claim for indemnification hereunder and shall provide to the Indemnifying Party as soon as practicable thereafter all information and documentation necessary to support and verify the claim asserted (or which would be asserted if not below the Threshold Amount), and the Indemnifying Party and his or its representatives shall be given access to all personnel, properties, books and records that the Indemnifying Party reasonably determines to be related thereto.
(b) If any legal proceeding is instituted or any claim or demand is asserted by any person in respect of which and Indemnified Party may seek to assert a claim for indemnification hereunder, the Indemnified Party shall promptly cause written notice of the assertion of any such legal proceeding, claim or demand to be made to the Indemnifying Party; provided that the failure to so notify the Indemnifying Party shall not reduce or adversely affect the right of the Indemnified Party to assert a claim for indemnification hereunder with respect to such legal proceeding, claim or demand except to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have the right at any time, at his or its option and expense, to participate in (but not to control) the defense of any such legal proceeding, claim or demand (including without limitation the right to participate in negotiations and settlement discussions). The Indemnified Party and the Indemnifying Party shall cooperate fully with each other in connection with the defense, negotiation and settlement of any such legal proceeding, claim or demand, and the Indemnifying Party shall be given access to all personnel, properties, books and records that the Indemnifying Party reasonably determines to be related thereto. No such legal proceeding, claim or demand may be settled or compromised (nor shall any agreement be entered into or commitment made with respect to any settlement or compromise) without the written consent of the Indemnifying Party, which shall not be unreasonably withheld.
Certain Procedural Matters. Subject to Sections 2.05(f) and 13.01, the Indenture Trustee, in its own name and as Indenture Trustee of an express trust, at the written direction of the Majority Noteholders, shall be entitled and empowered to institute any Proceeding for the collection of any amounts due and unpaid or the enforcement of any other rights of the Holders and prosecute any such action or proceeding to judgment or final decree.
Certain Procedural Matters. 20 21 Section 10.7 Manager Fees. 20 21 Section 10.8 Information 21
Certain Procedural Matters. The Manager, in its own name and as Manager of the Company shall be entitled and empowered to institute any proceeding for the collection of any amounts due and unpaid or the enforcement of any other rights of the Company and prosecute any such action or proceeding to judgment or final decree.
Certain Procedural Matters. So long as the Holders of the Series B Preferred Stock shall have the right to elect a Designated Director:
(i) any one or more members of the Board or any committee thereof may participate in meetings of the Board by conference telephone;
(ii) each member of the Board or any committee thereof shall be given not less than three Business Days' prior written notice of each meeting of the Board or such committee (or one day's prior written notice in case of meetings to consider emergency matters), specifying the time and place of such meeting and the matters to be discussed thereat, unless such member signs (either before or after such meeting) a written waiver of his right to be given such notice, or attends such meeting without protesting (prior thereto or at the commencement thereof) the failure to be given such notice;
(iii) each member of the Board or any committee thereof shall be given not less than three Business Days' prior written notice of any action proposed to be taken by the Board or such committee without a meeting (or one day's prior written notice in case of proposed actions involving emergency matters), unless such member signs (either before or after such action is taken) a written waiver of his right to be given such notice, or gives his written consent to such action without protesting the failure to be given such notice; and
(iv) no executive committee of the Board, and no other committee of the Board which is authorized to exercise any powers of the Board, shall be created except (i) as provided in Section 7.6 or (ii) otherwise with the concurrence of the Holders; and at any meeting of the Board or any committee thereof, a quorum for the purpose of taking any action shall require the presence in person or participation by conference telephone or similar communications equipment of a number of directors equal to at least a majority of the entire Board or the entire committee, respectively.
Certain Procedural Matters. The Trustee, in its own name and as trustee of an express trust, at the written direction of the Majority Holders, shall be entitled and empowered to institute any action or proceeding at law or in equity for the collection of any amounts due and unpaid or the enforcement of any other rights of the Holders, prosecute any such action or proceeding to judgment or final decree, and shall at the written direction of the Majority Holders enforce any such judgment or final decree and collect in the manner provided by law the moneys adjudged or decreed to be payable.
Certain Procedural Matters. The Indenture Trustee, in its own name and as recipient of the Lien Granted hereunder, at the written direction of the Controlling Party, shall be entitled and empowered to: (a) institute any action or proceeding at law or in equity for the collection of any amounts due and unpaid under the Transaction Documents or the enforcement of any other rights of the Beneficiaries under the Transaction Documents, (b) prosecute any such action or proceeding to judgment or final decree and (c) enforce any such judgment or final decree against the Company and/or any other applicable Person and collect in the manner provided by Applicable Law the monies adjudged or decreed to be payable.
Certain Procedural Matters. 55 SECTION 11.07. Indenture Trustee Fees and Indemnification...........................................55 SECTION 11.08. Information..........................................................................56 SECTION 11.09. Eligibility Requirements for Indenture Trustee.......................................56 SECTION 11.10. Indenture Trustee Not Liable for Senior Notes........................................57 SECTION 11.11. Indenture Trustee May Own Senior Notes...............................................57 SECTION 11.12. Maintenance of Office or Agency......................................................57 SECTION 11.13. Appointment of Co-Indenture Trustee..................................................57 SECTION 11.14. Resignation; Appointment of Successor Securities Intermediary........................57 SECTION 11.15. Acceptance of Appointment by Successor Securities Intermediary.......................58 SECTION 11.16. Merger or Consolidation of Securities Intermediary...................................58
