Certain Protective Provisions Sample Clauses

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. 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 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: (a) liquidate, dissolve or wind-up the business and affairs of the Buyer or the Company, effect any merger or consolidation, or sell substantially all of the assets of the Buyer or the Company, or consent to any of the foregoing; (b) amend, alter or repeal any provision of the Certificate or Articles of Incorporation or Bylaws of the Buyer or the Company; (c) create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock, or increase the authorized number of shares of Buyer Common Stock or Company common stock or increase the authorized number of shares of any additional class or series of capital stock; (d) reclassify, alter or amend any existing security of the Buyer that is pari passu with the Buyer Common Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Buyer, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Buyer Common Stock in respect of any such right, preference, or privilege; (e) purchase or redeem (or permit any subsidiary to purchase or redeem) any shares of capital stock of the Buyer other than repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Buyer or any subsidiary in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof; (f) incur any aggregate indebtedness in excess of $6 million, other than trade credit of Company incurred in the ordinary course of business; (g) issue any additional shares of Buyer Common Stock or Company common stock or options, warrants, or other securities directly or indirectly convertible into or exchangeable for Buyer Common Stock or Company common stock; (h) increase or decrease the authorized number of directors constituting the Board of Directors.
Sample 1
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): (a) make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make any loan or advance to any person, including, any employee or director, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board of Directors; (c) guarantee any indebtedness, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a Board-approved budget, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any director, officer or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person except transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board of Directors; (g) hire, fire, or change the compensation of the executive officers, including approving any option grants; (h) change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, assign, license, pledge or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (j) enter into any corporate strategic relationship involving the payment, contribution or assignment by the Company or to the Company of assets greater than $1,000,000 ...
Sample 1
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: (2) Adopt any plan or proposal for complete or partial liquidation, dissolution or winding-up of the Company or any of its Subsidiaries (other (a) than dormant Subsidiaries or (b) a liquidation, dissolution or winding-up of any such entity in connection with which all of such entity’s assets are transferred to the Company and/or one or more of its Subsidiaries), or reorganize, make an assignment for the benefit of creditors or file a petition, answer or consent to seeking a reorganization, insolvency proceeding or suffer any other bankruptcy event or commit to any of the foregoing; (3) Create, issue or cause to be issued any class or series of equity or equity-linked securities that rank senior to the Common Shares or have any rights attaching to them that are more favorable to the holder thereof than the rights attaching to the Common Shares held by the Security Holder, including, without limitation, any rights with respect to voting, representation on the Board, liquidation or other preference); and (4) Voluntarily delist from any trading market (unless the Company is then concurrently listed on another national exchange) or take any other action that would reasonably be expected to result in the Company ceasing to be listed on a national exchange, other than in connection with a change of control of the Company.
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Certain Protective Provisions. 20 4.10 Termination of Consulting Agreements....................... 20
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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).
Sample 1
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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: (a) any transactions between the Company and/or any subsidiary of the Company and any Stockholder or any Affiliate of a Stockholder other than compensation matters customarily within the authority of the Compensation Committee and transactions that are both (i) on arms’ length terms (as determined by a majority of the members of the Board of Directors that are disinterested in the applicable transaction) and (ii) if applicable, comply with the related party rules in effect from time to time as part of the AIM Rules as well as of any other stock exchange on which the Common Stock is listed for trading. (b) taking any action, whether by way of the redemption or repurchase of any shares of Common Stock or any other capital stock of the Company or other reclassification of the Common Stock or other capital stock of the Company (or any other recapitalization transaction involving the Company), that would result in 3i QPEL, or from and after such time as the BFI Group shall not be the Majority Stockholder, BFI, and its Related Parties owning a majority of the issued and outstanding Common Stock. (c) taking any action, including by way of any amendment to the Certificate of Incorporation or By-laws that would impair or reduce the rights, preferences and privileges of a Stockholder under this Agreement or the Certificate of Incorporation and By-laws in a manner that is disproportionately adverse to such Stockholder. (d) taking any action, whether by way of distribution, issuance or sale of any shares of Common Stock or any other capital stock of the Company, in connection with any reclassification, dividend or distribution, stock split or other recapitalization transaction that would have the effect of reducing 3i QPEL’s or BFI’s percentage ownership of the Stock of the Company in a manner that is disproportionately adverse to one of such Stockholders (provided that nothing in this subsection (d) shall restrict the Company’s ability to issue additional Stock for cash pursuant to and in accordance with Article III). (e) the authorization of any series o...
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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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Related to Certain Protective Provisions

  • Protective Provisions In addition to any other vote or consent required herein or by law, unless the directors designated by the holders of the shares of the Series A Preferred Stock originally issued under the Purchase Agreement (as defined herein) control the Board of Directors of the Corporation with respect to all actions, for so long as any shares of the Series A Preferred Stock originally issued under the Purchase Agreement remain outstanding (subject to equitable adjustments for stock splits, stock dividends and the like with respect to the Series A Preferred Stock), except where the vote or written consent of the holders of a greater number of shares of the Corporation is required by law or by the Amended and Restated Articles of Incorporation, and in addition to any other vote required by law or by the Amended and Restated Articles of Incorporation, the Corporation shall not, and the Corporation shall cause its subsidiaries not to, as applicable, without the prior vote or written consent of the holders of at least 75% of the shares of the Series A Preferred Stock originally issued under the Purchase Agreement then outstanding: (a) amend the articles or bylaws in any manner that would alter or change any of the rights, preferences, privileges or restrictions of the Series A Preferred Stock or the shares issuable upon conversion of the Series A Preferred Stock; (b) reclassify any outstanding securities into securities having rights, preferences or privileges senior to, or on a parity with, the Series A Preferred Stock; (c) authorize or issue any additional shares of capital stock (other than to holders of the Series A Preferred Stock); (d) merge or consolidate with or into any corporation or other Person; (e) sell all or substantially all their respective assets in a single transaction or series of related transactions; (f) license all or substantially all of their respective intellectual property in a single transaction or series of related transactions; (g) liquidate or dissolve; (h) alter any rights of the holders of the Series A Preferred Stock or change the size of the Board of Directors; (i) declare or pay any dividends (other than dividends payable to the Corporation or its subsidiaries) on or declare or make any other distribution, directly or indirectly, on account of any shares of Common Stock now or hereafter outstanding; (j) repurchase any outstanding shares of capital stock (other than repurchases or redemptions of the Series A Preferred Stock in accordance with the terms hereof); (k) approve or modify by 10% or more the aggregate amount of any annual or other operating or capital budget, or approve or modify by 50% or more any single line item of any such operating or capital budget; (l) increase the salary of any officer or employee or pay any bonus to any officer, director or employee not contemplated in a budget or bonus plan approved by directors designated by the holders of the shares of the Series A Preferred Stock originally issued under the Purchase Agreement then outstanding; (m) retain, terminate or enter into any salary or employment negotiations or employment agreement with any employee or any future employee; (n) incur indebtedness (other than trade payables) or enter into contracts or leases that require payments in excess of $5,000 in the aggregate; (o) make or incur any single capital expenditure; (p) award stock options, stock appreciation rights or similar employee benefits or determine vesting schedules, exercise prices or similar features; (q) make any material change in the nature of its business or enter into any new line of business, joint venture or similar arrangement; (r) pledge its assets or guarantee the obligations of any other individual or entity; (s) recommend approval of any new equity incentive plan; (t) form or acquire any subsidiary, joint venture or similar business entity; or (u) directly or indirectly enter into, or permit to exist, any material transaction with any affiliate of the Corporation, any director or officer or any affiliate of a director or officer, or transfer, pay, loan or otherwise obligate the Corporation to give cash, services, assets or other items of value to affiliates, officers or directors or any affiliate of a officer or director or commit to do any of the preceding after the date hereof, except for employee compensation or for reimbursement of ordinary business expenses.

  • 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 Leave Provisions 21.1.1 Except where explicitly noted in Article 00 Xxxxx Xxxxx, the Employer may implement, modify, or eliminate the leaves of absence as outlined in this Article and consistent with all state and federal leave requirements. The Employer reserves the right to modify its Leave of Absence policies. The Employer will inform the Union of any material and substantial changes in its Leave of Absence policies prior to implementation.

  • Leave Provisions Clause No. Title

  • General Provisions This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

  • General Provision (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

  • Final Provisions Clause 16

  • Other General Provisions 14.2.1 This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other, except that Oracle may assign without consent to a related entity or the successor of all or substantially all of the assignor’s business or assets to which this Agreement relates. There are no third-party beneficiaries to this Agreement. 14.2.2 This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties. 14.2.3 Oracle’s business partners and other third parties, including any third parties with which the Services have integrations or that are retained by Customer to provide consulting services, implementation services or applications that interact with the Services, are independent of Oracle and are not Oracle’s agents. Oracle is not liable for, bound by, or responsible for any problems with the Services or Customer Data arising due to any acts of any such business partner or third party, unless the business partner or third party is providing Services as Oracle’s subcontractor on an engagement ordered under this Agreement and, if so, then only to the same extent as Oracle would be responsible for our resources under this Agreement.

  • Overtime Provisions (a) Time worked as an extension to the regular scheduled shift or time worked in a bi- weekly pay period that is in excess of seventy-five (75) hours shall be compensated at a rate of one and one-half times (1½ x) the Nurse’s regular hourly rate for the overtime worked. A Nurse who works in excess of four (4) hours overtime in any one day shall be compensated at a rate of two times (2 x) the Nurse’s regular hourly rate for the overtime worked. (b) Overtime shall not be claimed for less than fifteen (15) minutes at the end of a shift, but if overtime amounts to fifteen (15) minutes or more, the overtime rates shall apply to the total period in excess of the shift. (c) In computing overtime a period of thirty (30) minutes or less shall be counted as one-half (½) hour and a period of more than thirty (30) minutes but less than sixty (60) minutes shall be counted as one (1) hour.

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