changes of this Agency Agreement Sample Clauses

changes of this Agency Agreement. Abstentions shall not be counted. Each percentage of the commitment of each Bank under the Facility shall equate to one vote; in case of more than 0.5 percentage points and less than 0.5 percentage points, the weight of votes shall be rounded upwards and downwards, respectively. Only Banks represented in a meeting shall be entitled to vote. Banks which are not represented by their own employees may be represented by another Bank, or by a member of the tax advisory profession, or an attorney-at-law, acting on the basis of a written power of attorney. Resolutions can only be adopted when more than half of the votes of the Banks are represented in a meeting; if no such quorum is reached, the Agent shall without delay convene another meeting; in accordance with Sec. 11 in which no such quorum is required. Resolutions can be adopted in writing (including by way of telefax) outside of meetings of the syndicate, provided that no Bank objects to such written resolution by giving written notice to the Agent within three Banking Days (within the meaning and as defined in the Credit Agreement) after receipt of any request therefor. In case of resolutions adopted in writing, the votes of only those Banks shall be taken into account which have provided a written statement within four Banking Days (as this term is defined in the Credit Agreement) after receipt of the request of the relevant written resolution. Any proposal for a written resolution may be sent to the Banks with a request to vote in writing. The notice periods referred to in this Section may in case of an urgency be reduced by the Agent as appropriate.
Sample 1
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Related to changes of this Agency Agreement

  • Amendments of this Agreement This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Directors of the Fund, to the extent permitted by the Investment Company Act, or by the vote of a majority of the outstanding shares of the Portfolio, and (ii) by the vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

  • ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment or in the event that the Investment Management Agreement between the Manager and the Fund shall have terminated for any reason; and this Agreement shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Manager or the Portfolio Manager.

  • Assignment of this Agreement This letter agreement is personal to you and shall not be assignable by you without the prior written consent of Xxxxx & XxXxxxxx Companies. This letter agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. Xxxxx & XxXxxxxx Companies may assign this letter agreement, without your consent, to any member of the Affiliated Group or to any other respective successor (whether directly or indirectly, by agreement, purchase, merger, consolidation, operation of law or otherwise) to all, substantially all or a substantial portion of the business and/or assets of the Company, as applicable. If and to the extent that this letter agreement is so assigned, references to the “Company” throughout this letter agreement shall mean the Company as hereinbefore defined and any successor to, or assignee of, its business and/or assets.

  • Terms of this Agreement The Parties acknowledge that this Agreement and all of the respective terms of this Agreement shall be treated as Confidential Information of both Parties.

  • Enforcement of this Agreement The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

  • Severability of this Agreement If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

  • Entire Agreement; Amendment of this Agreement This Agreement constitutes the entire agreement between the parties with respect to the Funds. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.

  • Amendment of this Agreement No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved in a manner consistent with the 1940 Act and rules and regulations thereunder and any applicable SEC exemptive order therefrom.

  • No Consideration Absent Execution of this Agreement Employee understands and agrees that Employee would not receive the monies and/or benefits specified in paragraph “2” above, except for Employee’s execution of this Agreement and the fulfillment of the promises contained herein.

  • Amendments to this Agreement This Agreement may only be amended by the parties in writing.

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