Coordinated Activities Sample Clauses

Coordinated Activities. The following matters shall require the mutual agreement of the Parties: (i) the selection and nomination of one or more individuals to serve as directors of the Company; (ii) the making, revising or withdrawing of any proposals to the Company regarding the conduct of its business, corporate governance matters, corporate transactions or otherwise; (iii) seeking to control, advise, change or influence the management, directors, governing instruments, stockholders, policies or affairs of the Company; (iv) the conduct of any proxy contest, consent solicitation or similar actions involving the Company, including, without limitation, the engagement of any advisors with respect thereto; (v) the manner, form, content and timing of any communications with the Company; (vi) the manner, form, content and timing of any public disclosures, public statements or other communications relating to the Company, the Company Securities, this agreement or the activities contemplated by this agreement (except that, if such disclosure, statement or communication is required by law, regulation or fund documentation applicable to a Party, such Party may make such required disclosure, statement or other communication without the agreement of the other Party, provided that such Party has provided prior notice thereof to the other Party); (vii) the admission of any additional members to any group (within the meaning of Section 13 of the Exchange Act(as defined below)) with respect to the Company Securities and including the Parties, whether formed by this agreement or otherwise; and (viii) entering into any agreement, arrangement or understanding with any person (other than a Covered Entity) in connection with the holding, voting or disposition of Company Securities. The Parties will consult with each other in connection with voting of any Company Securities.
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Coordinated Activities. Dominion will take the lead on all activities related to the parties’ pursuit of representation on the Board of Directors of the Company (the “Board”) including: (i) the making, revising or withdrawing of any proposals to the Company regarding the conduct of its business, corporate governance matters, corporate transactions or otherwise; (ii) the conduct or settlement of any proxy contest, consent solicitation or similar actions involving the Company; (iii) the manner, form, content and timing of any communications with the Company as well as any public disclosures, public statements or other public communications, in each case relating to the Company, this Agreement or the activities contemplated by this Agreement (except to the extent such disclosure by AIMF and/or Lorient is required by a regulatory filing, but subject to Section 4 below); and (iv) the conduct of any litigation or investigation related to the Company or the activities contemplated by this Agreement so long as, in each case, AIMF or Lorient is not a party thereto; provided, however, that Dominion will not enter into any settlement or other agreement with the Company or its Board or the pursuit of a corporate transaction involving the Company without the consent of AIMF or Lorient. Dominion covenants and agrees to consult with AIMF and Lorient with respect to the form, content and timing of any communications with the Company or the taking of any of the other actions set forth in the foregoing sentence. Neither Dominion nor AIMF nor Lorient will enter into any agreement, arrangement or understanding with any other person in connection with the holding, voting or disposition of Securities; provided that notwithstanding the foregoing Dominion may enter into any such agreement, arrangement or understanding with its affiliates. Each of AIMF and Lorient covenants and agrees to cooperate with Dominion in connection with the activities contemplated by this Section 1.
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Coordinated Activities. The following matters shall require the mutual agreement of the parties: (i) the selection and nomination of individuals to serve as trustees of the Company; (ii) the making, revising or withdrawing of any proposals to the Company regarding the conduct of its business, corporate governance matters, corporate transactions or otherwise; (iii) seeking to control, advise, change or influence the management, trustees, governing instruments, stockholders, policies or affairs of the Company; (iv) the conduct of any proxy contest, consent solicitation or similar actions involving the Company, including, without limitation, the engagement of any advisors; (v) the manner, form, content and timing of any communications with the Company as well as any public disclosures, public statements or other communications relating to the Company, the Company Securities, this agreement or the activities contemplated by this agreement (except to the extent such disclosure is required by applicable law, regulation or fund documentation); (vi) the admission of any additional members to the group formed by this agreement or otherwise, or entering into any agreement, arrangement or understanding with any person (other than an affiliate) in connection with the holding, voting or disposition of Company Securities; (vii) the conduct of any litigation or investigation related to the Company or the activities contemplated by this agreement; and (vii) engaging in any of the foregoing activities, directly or indirectly, including, without limitation, through or by any Covered Entities, other than pursuant to this agreement. The parties shall cooperate and take all actions reasonably required in furtherance of any actions agreed to be undertaken pursuant to this agreement, including, without limitation (A) voting or causing to be voted any Company Securities beneficially owned by them and (B) executing or causing to be executed one or more written consents or agency designations with respect to such Company Securities. For the avoidance of doubt, this agreement shall not restrict either party’s activities directed solely at a publically traded affiliate of the Company.
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Coordinated Activities. Licensee, the Participating Institutions, or Authorized Users may not undertake coordinated or systematic activity between or among two or more individuals and/or entities that, in the aggregate, constitutes downloading and/or distributing a significant portion of the content, including but not limited to Licensed Materials.
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Coordinated Activities. The Owner shall comply with its obligations set forth in Section 2.19. ARTICLE V
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Coordinated Activities. The GCIU/IBT Conference may coordinate collective bargaining strategies, conduct multi-employer bargaining, and formulate craft and area unity councils among GCIU/IBT Conference Local Unions and District Councils and IBT Local Unions, Divisions and Conferences who represent members within the Graphics, Print and Paper Products Industries. Participation by GCIU/IBT Conference Local Unions and District Councils and IBT Local Unions, Divisions and Conferences in these activities shall be voluntary.
Sample 1
Coordinated Activities. SoftVest will take the lead on all activities related to the Xxxxxx Election including, without limitation: (i) the conduct or settlement of any proxy contest, consent solicitation or similar actions involving the Special Meeting; and (ii) the manner, form, content and timing of any communications with the Trust related to the Xxxxxx Election, as well as any public disclosures, public statements or other public communications, in each case relating to the Xxxxxx Election and the Special Meeting, this agreement or the activities contemplated by this agreement (except to the extent such disclosure is required by a regulatory filing, but subject to Section 6 below); provided, however, that SoftVest agrees to reasonably consult with the other Parties with respect to the form, content and timing of any communications with the Trust or the taking of any of the other actions set forth in the preceding portion of this sentence. The Parties shall cooperate and take all actions reasonably required in furtherance of any actions agreed to be undertaken pursuant to this Agreement.
Sample 1
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Coordinated Activities a. Fir Tree hereby agrees that, during the period commencing on the Effective Date and continuing until the termination of this Agreement in accordance with its terms, at any meeting (whether annual or special or whether or not an adjourned or postponed meeting) of the holders of the Company Shares or action by written consent of the holders of the Company Shares, however called, Fir Tree and the Fir Tree Entities will cause their Company Shares to be counted as present thereat to vote their Company Shares (i) in favor of any matters necessary for the advancement of the Business Objective and (ii) against any action, proposal, agreement or transaction that is intended that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interface with, delay or postpone, discourage or adversely affect the Business Objective. b. Fir Tree hereby agrees to provide information in its possession concerning the Company and its analysis to assist HBP in conducting a summary valuation and review of the Company and its governing documents (except to the extent such information may not be provided due to any confidentiality obligations). c. Nothing contained in this Agreement shall in any way restrict HBP from acquiring, selling or transferring any Company Shares beneficially owned by HBP. Fir Tree agrees that it will not sell or transfer any Company Shares prior to the occurrence of a Trigger Event (as defined below); it being agreed between Fir Tree and HBP, that in the event an Appointment Event (as defined below) occurs and HBP and Fir Tree are able to agree upon a new business plan for SMCG within twelve months after the Appointment Date (as defined below), as described in clause iv of Section 4 below, Fir Tree may sell or transfer any or all of its Company Shares subsequent thereto. d. If HBP provides nominees representing at least a majority of the SMCB Board that are elected or appointed to the SMCG Board (an “Appointment Event” and the date of such election or appointment, the “Appointment Date”), HBP and Fir Tree shall discuss a new business plan for SMCG which can be recommended to SMCG. If HBP and Fir Tree shall be unable to agree upon such a new business plan within twelve months following the Appointment Date, then HBP shall seek to pursue an orderly liquidation of SMCG or such other plan acceptable to Fir Tree.
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Coordinated Activities 
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Related to Coordinated Activities

  • LIMITED ACTIVITIES Except for activities in connection with the Offering, the Formation Transactions or in the ordinary course of business, the Operating Partnership and the Operating Partnership Subsidiaries have not engaged in any material business or incurred any material obligations.

  • CONCERTED ACTIVITIES It is agreed and understood that there will be no strike, work stoppage, slowdown, picketing or refusal or failure to fully and faithfully perform job functions and responsibilities, or other interference with the operation of the District by the Association or by its officers, agents, or workers covered by this Agreement, during the term of this Agreement, including compliance with the request of other labor organizations to engage in such activity.

  • Regulated Activities The Company shall not itself, nor shall it cause, permit or allow the Bank or any other of its Subsidiaries to (i) engage in any business or activity not permitted by all applicable laws and regulations, except where such business or activity would not reasonably be expected to have a Material Adverse Effect on the Company, the Bank and/or such of its Subsidiaries or (ii) make any loan or advance secured by the capital stock of another bank or depository institution, or acquire the capital stock, assets or obligations of or any interest in another bank or depository institution, in each case other than in accordance with applicable laws and regulations and safe and sound banking practices.

  • Development Activities The Development activities referred to in item “b” of paragraph 3.1 include: studies and projects of implementation of the Production facilities; drilling and completion of the Producing and injection xxxxx; and installation of equipment and vessels for extraction, collection, Treatment, storage, and transfer of Oil and Gas. The installation referred to in item “c” includes, but is not limited to, offshore platforms, pipelines, Oil and Gas Treatment plants, equipment and facilities for measurement of the inspected Production, wellhead equipment, production pipes, flow lines, tanks, and other facilities exclusively intended for extraction, as well as oil and gas pipelines for Production Outflow and their respective compressor and pumping stations.

  • Restricted Activities In connection with your use of our websites, your PayPal account, the PayPal services, or in the course of your interactions with PayPal, other PayPal customers, or third parties, you must not: • Breach this user agreement, the PayPal Acceptable Use Policy, the Commercial Entity Agreements (if they apply to you), or any other agreement between you and us. • Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising). • Infringe PayPal's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy. • Sell counterfeit goods. • Act in a manner that is defamatory, trade libelous, threatening or harassing. • Provide false, inaccurate or misleading information. • Send or receive what we reasonably believe to be potentially fraudulent or unauthorized funds. • Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us. • Attempt to “double dip” during the course of a dispute by receiving or attempting to receive funds from both PayPal and the seller, bank or card issuer for the same transaction. • Control an account that is linked to another account that has engaged in any of these restricted activities. • Conduct your business or use the PayPal services in a manner that results in or may result in: o Complaints. o Requests by buyers (either filed with us or card issuers) to invalidate payments made to you. o Fees, fines, penalties or other liability or losses to PayPal, other PayPal customers, third parties or you. • Use your PayPal account or the PayPal services in a manner that PayPal, Visa, MasterCard, American Express, Discover or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules. • Allow your PayPal account to have a balance reflecting an amount owing to us. • Provide yourself a cash advance from your credit card (or help others to do so). • Access the PayPal services from a country that is not included on our permitted countries list. • Take any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf or the PayPal services. • Facilitate any viruses, trojan horses, malware, worms or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information or PayPal services. • Use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers. • Interfere or disrupt or attempt to interfere with or disrupt our websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf, any of the PayPal services or other users' use of any of the PayPal services. • Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers or service providers. • Use the PayPal services to test credit card behaviors. • Circumvent any PayPal policy or determinations about your PayPal account such as temporary or indefinite suspensions or other account holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to open new or additional PayPal account(s) when an account has a negative balance or has been restricted, suspended or otherwise limited; opening new or additional PayPal accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else's PayPal account. • Harass and/or threaten our employees, agents, or other users. • Abuse of our online dispute resolution process and/or PayPal’s Buyer Protection program and/or PayPal’s Seller Protection program. • Cause us to receive a disproportionate number of claims that have been closed in favor of the claimant regarding your PayPal account or business. • Have a credit score from a credit reporting agency that indicates a high level of risk associated with your use of the PayPal services. • Use a credit card with your PayPal account to provide yourself with a cash advance (or help others to do so). • Disclose or distribute another user's information to a third party, or use such information for marketing purposes unless you receive the user's express consent to do so. • Send unsolicited email to a user or use the PayPal services to collect payments for sending, or assisting in sending, unsolicited email to third parties. • Copy, reproduce, communicate to any third party, alter, modify, create derivative works, publicly display or frame any content from the PayPal website(s) without our or any applicable third party's written consent. • Reveal your account password(s) to anyone else, nor may you use anyone else's password. We are not responsible for losses incurred by you including, without limitation, the use of your account by any person other than you, arising as the result of misuse of passwords. • Do, or omit to do, or attempt to do or omit to do, any other act or thing which may interfere with the proper operation of the PayPal service or activities carried out as part of PayPal services or otherwise than in accordance with the terms of this user agreement. • Request or send a personal transaction payment for a commercial transaction. • Allow your use of the PayPal service to present to PayPal a risk of non- compliance with PayPal's anti-money laundering, counter terrorist financing and similar regulatory obligations (including, without limitation, where we cannot verify your identity or you fail to complete the steps to lift your sending, receiving or withdrawal limit or where you expose PayPal to the risk of any regulatory fines by European, US or other authorities for processing your transactions). • Integrate or use any of the PayPal services without fully complying with all mandatory requirements communicated to you by way of any integration or programmers' guide or other documentation issued by PayPal from time to time. • Advertise, promote, introduce or describe PayPal Credit or any PayPal co-branded credit based payment instrument to your customers without: (1) obtaining the necessary regulatory permission to do so in advance; and (2) the prior written permission of PayPal and (if not PayPal) the issuer of the credit to do so. • Suffer (or cause us to determine that there is a reasonable likelihood of) a security breach of your website or systems that could result in the unauthorized disclosure of customer information. You agree that engaging in the above restricted activities diminishes your or our other customers' safe access and/or use of your account and our services generally.

  • Permitted Activities The purpose of the Issuer is, and the Issuer will have the power and authority, and is authorized, to engage in the following activities: (i) to acquire the Receivables and other Sold Property under the Sale and Servicing Agreement from the Depositor in exchange for the Notes; (ii) to Grant the Collateral to the Indenture Trustee under the Indenture; (iii) to enter into and perform its obligations under the Transaction Documents; (iv) to issue the Notes under the Indenture and to facilitate the sale of the Notes by the Depositor; (v) to pay principal of and interest on the Notes; (vi) to administer and manage the Trust Property; (vii) to make payments to the Noteholders and distributions to the holder of the Residual Interest; and (viii) to take other actions necessary or advisable to accomplish the activities listed above or that are incidental to the activities listed above.

  • Market Activities The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or would reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Common Stock or (ii) sell, bid for, or purchase Common Stock in violation of Regulation M, or pay anyone any compensation for soliciting purchases of the Placement Shares other than the Agent.

  • Activities Except with the prior written consent of the Board, Executive will not during his employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of his duties hereunder.

  • Regulatory Activities Beginning on the Effective Date and to the extent UGNX remains the Lead Development Party with respect to a particular territory, subject to and in accordance with the terms and conditions of this Agreement and the requirements of Applicable Laws, UGNX, shall: (a) use Commercially Reasonable Efforts to file (or have filed) all Regulatory Filings with respect to the Licensed Products in the Field in order to obtain Marketing Approvals in each country in the Territory and the European Territory (or to obtain the European Centralized Approval in the European Core Territory) and in order to obtain Pricing and/or Reimbursement Approvals in the Profit Share Territory; (b) respond in a timely fashion to requests for data and information from Regulatory Authorities with respect to the Licensed Products in the Field in the Territory and the European Territory; and (c) meet with officials of the Regulatory Authorities at such times as may be requested by such Regulatory Authorities with respect to the Core Development Activities (“Regulatory Activities”), provided that KHK will have primary responsibility for obtaining, and UGNX shall provide all assistance reasonably requested by KHK, in relation to Pricing and/or Reimbursement Approvals for the Licensed Products in the Field in the European Territory. For the avoidance of doubt, UGNX will be responsible for obtaining, and KHK will provide all assistance reasonably requested by UGNX, in relation to Pricing and/or Reimbursement Approvals, if any, for the Licensed Products in the Field in the Profit Share Territory as part of the UGNX Core Development Activities, it being understood that the costs incurred by UGNX in connection with such activities will be shared equally (50/50). All such Regulatory Activities will be conducted in a manner consistent with the Core Development Plan and coordinated by the JSC in accordance with Article 3. Without limiting the applicability of the foregoing and the remainder of this Article 5, UGNX shall interface with the applicable Regulatory Authority(ies) and, through the JDC, shall keep KHK reasonably informed of all material events and developments occurring in the course of the Regulatory Activities, including scheduled UGNX regulatory strategy discussions and meetings with Regulatory Authorities in the Territory and the European Territory relating to the Licensed Products in the Field.

  • Marketing Activities The Borrower will not, and will not permit any of its Subsidiaries to, engage in marketing activities for any Hydrocarbons or enter into any contracts related thereto other than (i) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from their proved Oil and Gas Properties during the period of such contract, (ii) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from proved Oil and Gas Properties of third parties during the period of such contract associated with the Oil and Gas Properties of the Borrower and its Subsidiaries that the Borrower or one of its Subsidiaries has the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are usual and customary in the oil and gas business and (iii) other contracts for the purchase and/or sale of Hydrocarbons of third parties (A) which have generally offsetting provisions (i.e. corresponding pricing mechanics, delivery dates and points and volumes) such that no “position” is taken and (B) for which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto.

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