Corporation Actions. The Corporation shall (i) cause any new member of the Apollo Operating Group to agree to be bound by this Article VII and (ii) use commercially reasonable efforts to cause any indemnification payments made by the Corporation Indemnifying Parties hereunder to be made (A) first, jointly and severally, by APH I and APH III prior to any other Corporation Indemnifying Party making any indemnification payment, (B) second, jointly and severally, by APH II, APH IV, APH V, APH VI, APH VII, APH VIII, APH IX, APH X, APH XII and AMH Cayman (and any new member of the Apollo Operating Group formed to serve as holding vehicles for Apollo carry vehicles or other entities formed to engage in the asset management business) prior to any other Corporation Indemnifying Party’s making any indemnification payment, (C) third, by Apollo Management Holdings, L.P. prior to any other Corporation Indemnifying Party’s making any indemnification payment, and (D) fourth, jointly and severally, by the other Corporation Indemnifying Parties.
Corporation Actions. The Corporation agrees that it will not make any transfer of shares of Stock on the Corporation's stock transfer books except in accordance with, and otherwise will not take any action with respect to the issuance of certificates representing shares of Stock to any proposed transferee that violates, the terms of this Agreement. The Corporation agrees to so instruct its transfer agent as to the requirements of this provision and to issue shares of Stock with the legend set forth in Section 11 hereof, as appropriate.
Corporation Actions. 7 Section 2.7 Tender of Class A Shares........................................... 10 Section 2.8 Stock Option and Other Plans. ..................................... 10 ARTICLE III
Corporation Actions. (a) The Seller hereby represents that (i) Wassxxxxxxx Xxxxxxx & Xo., Inc. ("Wassxxxxxxx") xas delivered to the Special Committee its opinion that, as of the date of this Agreement, the consideration to be received by the holders of Class A Shares pursuant to the Tender Offer is fair to the holders of Class A Shares from a financial point of view, subject to the assumptions and qualifications contained in such opinion,
(b) The Seller hereby further represents that the President of the Corporation has called, or will call no later than the date hereof, a special meeting of the Board of Directors of the Corporation, such meeting to take place on or before May 26, 1998, and has given, or will give no later than the date hereof, notice in writing of such special meeting to all the directors of the Corporation on or before the date hereof, in each case, in accordance with the Certificate of Incorporation and By-Laws of the Corporation and the provisions of the General Corporation Law of the State of Delaware (the "DGCL"). The Seller shall cause the directors of the Corporation who are also directors of the Seller, and shall use its reasonable best efforts to cause the other directors of the Corporation who were appointed by the Seller, to vote to approve and recommend acceptance of the Tender Offer by the holders of the Class A Shares. The Seller has been advised that each of the directors of the Corporation appointed by the Seller intends to vote to approve and recommend acceptance of the Tender Offer by the holders of the Class A Shares.
(c) The Seller shall use its reasonable best efforts to cause the Corporation to file with the SEC, as soon as practicable after the date of the commencement of the Tender Offer, a Solicitation/Recommendation Statement on Schedule 14D-9 of the Corporation (the "Corporation's Schedule l4D-9") containing the recommendation of the Board of Directors of the Corporation with respect to the Tender Offer and to disseminate the Corporation's Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Seller shall use its reasonable best efforts to cause the Corporation to give the Purchaser and its counsel the opportunity to review and comment upon the Corporation's Schedule l4D-9 prior to its filing with the SEC. The Seller shall use its reasonable best efforts to cause the Corporation's Schedule 14D-9 to comply in all material respects with the provisions of applicable federal securities laws and, on the date fi...
Corporation Actions. The Corporation shall not be considered to be in breach, default, or violation of any agreement to which it is a party, notwithstanding any pro- vision of such agreement, because of any provi- sion of this subchapter or any action the Cor- poration is required to take under this sub- chapter.
Corporation Actions. All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Agreement and the issuance and sale of the Securities by the Company.
