Charter or Bylaw Provisions Sample Clauses

Charter or Bylaw Provisions. Each Stockholder agrees to vote its Company Securities or execute proxies or written consents, as the case may be, to ensure that the Company's certificate of incorporation and bylaws (a) facilitate, and do not at any time conflict with, any provision of this Agreement and (b) permit each Stockholder to receive the benefits to which each such Stockholder is entitled under this Agreement.
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Charter or Bylaw Provisions. Each Shareholder agrees to vote its Shares or execute proxies or written consents, as the case may be, and to take all other actions necessary, to ensure that the Charter and Bylaws (i) facilitate, and do not at any time conflict with, any provision of this Agreement and (ii) permit each Shareholder to receive the benefits to which each such Shareholder is entitled under this Agreement. The Charter and Bylaws shall provide for (x) the elimination of the liability of each director on the Board to the maximum extent permitted by applicable law and (y) indemnification of each director on the Board for acts on behalf of the Company to the maximum extent permitted by applicable law 17
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Charter or Bylaw Provisions. (a) Each Institutional Investor, Individual Shareholder and the Employee Shareholders Committee agrees to, in the case of each Institutional Investor and Individual Shareholder, vote its Shares or, in the case of the Employee Shareholders Committee, vote the Shares it has the authority to vote, or execute proxies or written consents, as the case may be, and to take all other actions necessary, to ensure that the Charter and Bylaws (i) facilitate, and do not at any time conflict with, any provision of this Agreement and (ii) permit each Shareholder to receive the benefits to which each such Shareholder is entitled under this Agreement. (b) The Charter and Bylaws shall provide for (i) the elimination of the liability of each director on the Board to the maximum extent permitted by applicable law, (ii) the indemnification of each director on the Board for acts on behalf of the Company to the maximum extent permitted by applicable law and (iii) the advancement of expenses to each director on the Board in respect of any action, suit or other proceeding relating to the director’s service on the Board to the maximum extent permitted by applicable law.
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Charter or Bylaw Provisions. Each Stockholder agrees to vote all of its Company Securities that are entitled to vote or execute proxies or written consents, as the case may be, and to take all other actions necessary, to ensure that the Company’s Charter and Bylaws (a) facilitate, and do not at any time conflict with, any provision of this Agreement and (b) permit each Stockholder to receive the benefits to which each such Stockholder is entitled under this Agreement. In addition, on the date hereof, Vitel Stockholders and Management Stockholders shall sign, or direct the Trustee to sign, the written consents necessary to amend the Company’s Charter and Bylaws, substantially in the form of the documents attached hereto as Exhibit E.
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Charter or Bylaw Provisions. Each Standby Purchaser agrees to vote its Company Securities or execute proxies or written consents, as the case may be, to ensure that the Company’s certificate of incorporation and bylaws (a) facilitate, and do not at any time conflict with, any provision of this Agreement and (b) permit each Standby Purchaser to receive the benefits to which each such Standby Purchaser is entitled under this Agreement.
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Charter or Bylaw Provisions. Each Stockholder agrees to vote its Shares, and to take all other actions necessary, to ensure that the Charter and Bylaws and all similar governing documents with respect to the Subsidiaries of the Company contain the provisions necessary to implement the provisions of this Agreement and permit each Stockholder to receive the benefits to which each such Stockholder is entitled under this Agreement. The Charter and Bylaws and all similar governing documents with respect to the Subsidiaries of the Company shall provide for (i) the elimination of the liability of each director on the Board to the maximum extent permitted by applicable law and (ii) indemnification of, and advancement of expenses for, each Director on the Board for acts on behalf of the Company to the maximum extent permitted by applicable law. With respect to the Investor Designees and in addition to the foregoing, the Company acknowledges that the Investor Designees may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Investor Stockholders and/or certain of their respective Affiliates (collectively, the “Investor Indemnitors”). The Company hereby agrees (A) that it is the indemnitor of first resort (i.e., its obligations to the Investor Designees are primary and any obligation of the Investor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Investor Designees are secondary), and (B) that it shall be required to advance the full amount of expenses incurred by the Investor Designees and shall be liable for the full amount of all expenses and liabilities to the extent legally permitted and as required by the terms of this Agreement and the Charter and Bylaws of the Company (and any other agreement regarding indemnification between the Company and the Investor Designees), without regard to any rights an Investor Designees may have against the Investor Indemnitor. The Company further agrees that no advancement or payment by the Investor Indemnitor on behalf of an Investor Designees with respect to any claim for which the Investor Director has sought indemnification from the Company shall affect the foregoing and the Investor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Investor Designees against the Company. The Company and each Investor Designees agree that the Investor Indemni...
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Charter or Bylaw Provisions. 15 Section 2.07.
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Charter or Bylaw Provisions. The MSCP Funds agree to cause UDCL, and each Somerset Group Member agrees, to vote its respective Shares or execute proxies or written consents, as the case may be, and to take all other actions necessary, to ensure that the Company's Charter and Bylaws (a) facilitate, and do not at any time conflict with, any provision of this Agreement and (b) permit UDCL and the Somerset Group Members to receive the benefits to which each is entitled under this Agreement. The Charter and Bylaws shall provide for (a) the elimination of the liability of each director on the Board to the maximum extent permitted by applicable law and (b) indemnification of each director on the Board for acts on behalf of the Company to the maximum extent permitted by applicable law.
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Charter or Bylaw Provisions. Each Shareholder agrees to vote all of its Company Securities that are entitled to vote or execute proxies or written consents, as the case may be, and to take all other actions necessary, to ensure that the Company's Charter and Bylaws (a) facilitate, and do not at any time conflict with, any provision of this Agreement and
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Related to Charter or Bylaw Provisions

  • Memorandum and Articles of Association The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Memorandum and Articles of Association.

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the Articles of Incorporation of Company, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation of the Surviving Corporation. (b) The Bylaws of Company, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

  • Charter Provisions Each Seller Entity shall take all necessary action to ensure that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby do not and will not result in the grant of any rights to any Person under the Articles of Incorporation, Bylaws, or other governing instruments of any Seller Entity or restrict or impair the ability of Buyer or any of its Subsidiaries to vote, or otherwise to exercise the rights of a shareholder with respect to, shares of any Seller Entity that may be directly or indirectly acquired or controlled by them.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

  • Governing Law Provisions This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

  • Certificate of Incorporation, Bylaws, and Minute Books The copies of the Articles of Incorporation and of the Bylaws of ATDH which have been delivered to Global are true, correct and complete copies thereof. The minute book of ATDH, which has been made available for inspection, contains accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of ATDH since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings.

  • Certificate of Incorporation; Bylaws; Directors and Officers The Certificate of Incorporation of the Surviving Company from and after the Closing shall be the Certificate of Incorporation of ProVision until thereafter amended in accordance with the provisions therein and as provided by the applicable provisions of the State Corporation Law. The Bylaws of the Surviving Company from and after the Closing shall be the Bylaws of ProVision as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of ProVision at the Effective Time shall continue to be the Directors of the Merger Sub.

  • Amendment of Bylaws These bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

  • Memorandum and Articles The copy of the memorandum and articles of association of the Company annexed to the Disclosure Letter is true and complete and has embodied therein or annexed thereto a copy of every resolution or agreement as is required by law to be embodied in or annexed to it, and sets out completely the rights and restrictions attaching to each class of authorised share capital of the Company.

  • Charter The terms of this Lease shall be governed by and subject to the budget and fiscal provisions of the Charter of the City and County of San Francisco.

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