Control by Purchasers Sample Clauses

The 'Control by Purchasers' clause establishes the right of the purchasers to direct or influence certain decisions or actions related to the subject matter of the agreement. In practice, this may allow purchasers to approve or veto key operational decisions, oversee the management of assets, or require their consent before specific actions are taken by the seller or another party. The core function of this clause is to protect the purchasers' interests by ensuring they have a say in matters that could affect their investment or the outcome of the transaction.
Control by Purchasers. The Purchasers of each Purchaser Group shall have the right to direct the time, method and place of conducting any action, non-action, the granting or withholding of consent, proceeding for any remedy available to the related Funding Agent or the related Noteholder under any of the Transaction Documents. Notwithstanding the foregoing, (i) no such direction shall be in conflict with any rule of law or with this Agreement; (ii) a Funding Agent shall not be required to follow any such direction which such Funding Agent reasonably believes might result in any personal liability on the part of such Funding Agent for which such Funding Agent is not adequately indemnified; and (iii) each Funding Agent may take any other action deemed proper by such Funding Agent which is not inconsistent with any such direction; provided that such Funding Agent shall give notice of any such action to the Purchasers in its Purchaser Group. Each Funding Agent, as a Noteholder, shall cast any vote or give any direction under the Indenture on behalf of the Purchasers in its Purchaser Group if it has been directed to do so by all of the Purchasers therein.
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Control by Purchasers. The Required Purchasers shall have the right to direct the time, method and place of conducting any action, non-action, the granting or withholding of consent, proceeding for any remedy available to the Agent, the Indenture Trustee or the Noteholder under any of the Transaction Documents. Notwithstanding the foregoing, (i) no such direction shall be in conflict with any rule of law or with this Agreement; (ii) the Agent shall not be required to follow any such direction which the Agent reasonably believes might result in any personal liability on the part of the Agent for which the Agent is not adequately indemnified; and (iii) the Agent may take any other action deemed proper by the Agent which is not inconsistent with any such direction; provided that the Agent shall give notice of any such action to the Purchasers. The Agent, as the Noteholder, shall cast any vote or give any direction under the Indenture on behalf of the Purchasers if it has been directed to do so by the Required Purchasers, provided, that with respect to Sections 5.4(b), 5.10, 5.16(e), 6.2(b), 6.2(f), 6.3(a), 6.3(d), 6.13(a) and 8.5(e)(ii) of the Indenture, the Agent, as the Noteholder, shall cast any vote or give any direction under the Indenture on behalf of the Purchasers only with the consent of at least 66-2/3% of the Purchasers. The Agent agrees that it shall not effect any material action under this Agreement, the Indenture or any other Transaction Documents without the direction of the Required Purchasers and the Agent further agrees that it shall notify all Purchasers with respect to any action or consent requested of the Agent that requires direction of a majority of the Purchasers at least five days before taking such action or providing such consent.
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Control by Purchasers. The Required Purchasers shall have the right to direct the time, method and place of conducting any action, non-action, the granting or withholding of consent, proceeding for any remedy available to the Agent, the Indenture Trustee or the Noteholder under any of the Transaction Documents. Notwithstanding the foregoing, (i) no such direction shall be in conflict with any rule of law or with this Agreement; (ii) the Agent shall not be required to follow any such direction which the Agent reasonably believes might result in any personal liability on the part of the Agent for which the Agent is not adequately indemnified; and (iii) the Agent may take any other action deemed proper by the Agent which is not inconsistent with any such direction; provided that the Agent shall give notice of any such action to the Purchasers. The Agent may cast any vote or give any direction under the Indenture on behalf of the Purchasers if it has been directed to do so by the Required Purchasers or each affected Purchaser or all Purchasers where the consent of each affected Purchaser or each affected Noteholder or all Purchasers or all Noteholders is required by the terms of the Transaction Dcouments. The Agent agrees that it shall not effect any material action under this Agreement, the Indenture or any other Transaction Documents without the direction of the Required Purchasers.
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Control by Purchasers. 29 SECTION VIII. SECURITIES LAWS; TRANSFERS....................................................30
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Related to Control by Purchasers

  • Control by Holders The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that (1) such direction shall not be in conflict with any rule of law or with this Indenture, and (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

  • Deliveries by Purchaser At the Closing, Purchaser will deliver or cause to be delivered to Sellers the following:

  • Representations by Purchasers; Resale by Purchasers (a) Each Purchaser severally represents and warrants to the Company and the Guarantors that it is an institutional “accredited investor” within the meaning of Rule 501(a)(1),(2),(3) or (7) under the Securities Act. (b) Each Purchaser severally acknowledges that the Notes have not been registered under the Securities Act and represents and warrants to, and agrees with, the Company and the Guarantors that it will not offer or sell the Offered Securities within the United States or to, or for the account or benefit of, U.S. persons, except (i) pursuant to Rule 144A or any other exemption from the registration requirements of the Securities Act, if available, or (ii) to non-U.S. persons outside the United States, in accordance with Regulation S. Each Purchaser severally represents and agrees that it has offered and sold the Notes, and will offer and sell the Notes (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 or Rule 144A. Accordingly, neither such Purchaser nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Notes, and such Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Rule 144A and Regulation S. Each Purchaser severally agrees that, at or prior to confirmation of sale of the Notes, other than a sale pursuant to Rule 144A, such Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Notes from it during the restricted period a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings given to them by Regulation S.” Terms used in this subsection (b) have the meanings given to them by Regulation S. (c) Each Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the Notes except for any such arrangements with the other Purchasers or affiliates of the other Purchasers or with the prior written consent of the Company. (d) Each Purchaser severally agrees that it and each of its affiliates will not offer or sell the Notes in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c), including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Each Purchaser severally agrees, with respect to resales made in reliance on Rule 144A of any of the Notes, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Notes has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

  • Termination by Purchaser This contract shall be terminated, upon election and written notice by ▇▇▇▇▇▇▇▇▇, if Catastrophic Damage rate rede- termination under BT3.32 shows that the appraised

  • Closing Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller: (i) the Purchase Price by wire transfer in immediately available funds to the Purchase Price Bank Account; and (ii) the certificates and other documents required to be delivered pursuant to Section 6.02.