Certain Protective Provisions Sample Clauses

Certain Protective Provisions. From the date hereof until the earlier of (x) the date on which the Standstill Period ends and (y) the date on which the members of the Investor Group are released from the provisions of Section 3.01 in accordance with this Agreement, the Company shall not (i) amend the Rights Agreement in a manner, or adopt, enter into or implement any Rights Agreement, that would restrict the ability of the members of the Investor Group from acquiring "Beneficial Ownership" (as defined in the Rights Agreement) of up to the number of shares of "Common Stock" (as defined in the Rights Agreement) that the members of the Investor Group are permitted to acquire under the Rights Agreement without becoming an "Acquiring Person" (as defined in the Rights Agreement) under the Rights Agreement as in effect on the date of the Purchase Agreement; and (ii) except in connection with any Rights Agreement (which shall be governed by clause (i) of this sentence and not this clause (ii)), enter into, amend or modify any contract, instrument or agreement, or issue any debt or equity securities, that would limit, in a manner materially adverse to, and materially disproportionate to, the members of the Investor Group compared to holders of shares of Common Stock generally (or holders of securities issued in respect of shares of Common Stock generally), the ability of the members of the Investor Group to (A) own or maintain ownership of a specified number or percentage of shares of Common Stock or (B) vote their shares of Common Stock, unless such contract, instrument, agreement or debt or equity securities permits the members of the Investor Group to continue owning and voting (1) the same number or percentage of shares of Common Stock held by the members of the Investor Group from and after the time of such entry into, amendment, modification or issuance to the same extent that the members of the Investor Group could do so before such entry into, amendment, modification or issuance and (2) any additional shares of Common Stock that members of the Investor Group may acquire Beneficial Ownership of, without violating any provision of this Agreement and without becoming an "Acquiring Person" (as defined in the Rights Agreement) under the Rights Agreement as in effect at the applicable time. The Company shall take all action necessary to exempt any Transfer to any Seller made in accordance with this Agreement, or any acquisition of Beneficial Ownership of shares of Common Stock that Sellers may...
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Certain Protective Provisions. For a period of five (5) years following the Closing, Buyer shall cause the Company to retain in its Charter Documents provisions concerning the indemnification and limitation of liability of officers and directors no less favorable to the present and former officers and directors of the Company than those existing in the Company's Charter Documents on the Closing Date.
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Certain Protective Provisions. 20 4.10 Termination of Consulting Agreements....................... 20
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Certain Protective Provisions. For so long as the Sellers and/or their Affiliates beneficially own the Buyer Shares, the Buyer and the Company shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Buyer’s or the Company’s Certificate of Incorporation) the written consent or affirmative vote of the Sellers and/or such Affiliates, given in writing or by vote at a meeting:
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Certain Protective Provisions. If Universal exercises such First Negotiation/First Refusal Right, if the Parties agree to terms for Universal's acquisition of rights in the Post-Sequel Casper Video, and if Universal timely releases such Made-for-Video Product in accordance with such terms of agreement, then Harvxx xxxl agree that there will be no initial release by Harvxx, xx by any of its licensees, distributors or subdistributors, during the six (6) months preceding and the nine (9) months following the initial release of the Post-Sequel Casper Video, of any Made-for-Video Product that includes a Casper Character, except for Made-for-Video Products of less than thirty-five (35) minutes duration (exclusive of main and end titles).
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Certain Protective Provisions. In addition to any other approvals that may be required by the Certificate of Incorporation, the by-laws of the Company (the “By-laws”), and applicable law, approval of the following matters shall require the vote of at least a majority of the full Board of Directors of the Company, including each of the Designated Directors, as well as the written consent of each of 3i QPEL and BFI in its capacity as a Stockholder:
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Certain Protective Provisions. (1) From and after the date hereof, the Company shall not and shall cause each of its Subsidiaries (as applicable) not to, without the prior written consent of the BAT Group Representative:
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Certain Protective Provisions. If during the term of this agreement the Company issues shares of its Common Stock, Optionee shall be entitled to receive additional options to purchase shares of Common Stock at a price to be determined by the Board of Directors and in an amount necessary to maintain Optionee's fully diluted percentage ownership of the issued and outstanding shares of Common Stock had the Option granted hereunder been exercised upon its grant on the Option Date (______, 2000).
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Certain Protective Provisions. The Company hereby covenants and agrees with each of the SJF Investors, the Investeco Investors, the Arborview Investor, the Inherent Investor, the Bowie Investor, the Sunrise Investor and the Manna Investor that it shall not (and shall not permit any subsidiary to), without approval of the Board of Directors, which approval must include the affirmative vote of at least three (3) of the Investor Directors (with prior written notice to all Investor Directors of the proposed action), provided that the affirmative vote of at least four (4) of the Investor Directors shall be required at such time as the Manna Investor is entitled to appoint a director pursuant to Subsection 8.1(h):
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Related to Certain Protective Provisions

  • Protective Provisions So long as shares of Series A Preferred --------------------- Stock and/or Series B Preferred Stock are outstanding, this corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series A Preferred Stock and Series B Preferred Stock, voting together as a single class on an as converted basis:

  • Certain Provisions If the operation of any provision of this Agreement would contravene the provisions of applicable law, or would result in the imposition of general liability on any Limited Partner or Special Limited Partner, such provisions shall be void and ineffectual.

  • Certain General Provisions 30 5.1. Closing Fee..........................................................................30 5.2. Agent's Fee..........................................................................30 5.3.

  • General Provisions In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by Broker-Dealers), each of the Company and the Guarantors shall:

  • General Provision The Fund hereby employs OFI and OFI hereby undertakes to act as the investment adviser of the Fund and to perform for the Fund such other duties and functions as are hereinafter set forth. OFI shall, in all matters, give to the Fund and its Board of Trustees the benefit of its best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform to (i) the provisions of the Investment Company Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or federal law; (iii) the provisions of the Declaration of Trust and By-Laws of the Fund as amended from time to time; (iv) policies and determinations of the Board of Trustees of the Fund; (v) the fundamental policies and investment restrictions of the Fund as reflected in its registration statement under the Investment Company Act or as such policies may, from time to time, be amended by the Fund's shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time. The appropriate officers and employees of OFI shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Fund with respect to any matters dealing with the business and affairs of the Fund including the valuation of any of the Fund's portfolio securities which are either not registered for public sale or not being traded on any securities market.

  • FINAL PROVISIONS 9.1 Any warning, communication, correspondence, notice, request, claim, action, instruction, arbitration notice, summons or service of process related to this Agreement or to any dispute, action, doubt or controversy resulting from or relating to this Agreement shall be deemed delivered when received by the other Party (i) by certified mail, from a recognized courier company, upon actual receipt thereof, (ii) at the time of delivery, if delivered personally, or (iii) on the date of confirmation of receipt of the transmission issued by fax, when sent by fax, as the case may be, to the addresses and telephone/fax numbers listed below (or to any other address or telephone/fax number informed by one of the Parties in writing to the other Parties):

  • Insurance Provisions All insurance policies shall:

  • OPERATIVE PROVISIONS ARTICLE 1

  • Certain Procedures MS&Co. is hereby authorized and instructed to calculate Available Cash through the following procedures. MS&Co. shall first calculate Customer’s excess equity in the form of available USD cash balances held on Customer’s behalf by MS&Co. in the Account subject to and in accordance with the provisions of the Futures Agreement (the “Excess Equity”). For the avoidance of doubt, Excess Equity may, at the discretion of MS&Co., be determined after taking into account any rights of set-off, netting and any other application of Customer’s cash balances to its obligations owed to MS&Co. (or, if applicable, its affiliates) to the extent permitted under the Futures Agreement. MS&Co. shall then subtract the Withholding Amount from the Excess Equity. ( The resulting amount is then available for the purchase of U.S. Treasury Securities in connection with MS&Co.’s provision of the Service pursuant to the terms of this Agreement. MS&Co. is hereby authorized and instructed to withhold from inclusion in its computation of Excess Equity a percentage of available cash, as determined by Customer in its discretion (the “Withholding Amount”), for the purpose of (i) satisfying Customer’s obligations in respect of the Futures Account for that day; (ii) satisfying Customer’s margin requirements in respect of the Futures Account for that day and (iii) protecting against the possibility of adverse market moves causing Customer to incur a debit balance in the Futures Account.

  • ARTICLE IX GENERAL PROVISIONS 56 9.1 Survival of Representations.................................................................. 56 9.2

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