Cummins Designees Sample Clauses

Cummins Designees. From the Effective Date until the Disposition Date, Cummins shall have the right to designate for nomination by the Filtration Board (or any nominating committee thereof) for election to the Filtration Board (each person so designated, a “Cummins Designee”) up to a majority of the members of the Filtration Board and the right to designate the Chairman of the Board. For so long as the Cummins Group Beneficially Owns shares of Filtration Common Stock representing, in the aggregate, less than a majority but at least ten percent (10%) of the total voting power of the then outstanding Filtration Voting Stock, Cummins shall have the right to designate for nomination by the Filtration Board (or any nominating committee thereof) for election to the Filtration Board up to a proportionate number of Cummins Designees to the Filtration Board, as calculated in accordance with Section 7.3(d). Each of the Cummins Designees shall, and Cummins shall direct each of the Cummins Designees to, undertake in writing to submit such Cummins Designee’s resignation from the Filtration Board on the earlier of (i) the date when the Cummins Group Beneficially Owns shares of Filtration Common Stock representing, in the aggregate, less than 10% of the total voting power of the then outstanding Filtration Voting Stock, with such resignations taking effect on the date that the Filtration Board accepts such resignations, or (ii) in case of any Cummins Designee who is an Overlapping Director not otherwise permitted to continue serving on the Filtration Board pursuant to Section 7.3(e), the Disposition Date, with such resignation effective as of the Disposition Date; provided, however, that before the Disposition Date, the Parties may mutually agree in writing on one Cummins Designee who shall not be required to deliver such resignation to the extent such Cummins Designee would not constitute an Overlapping Director prohibited by Section 7.3(e). Notwithstanding anything to the contrary set forth herein, Filtration’s obligations with respect to the election or appointment of Cummins Designees (A) shall be limited to the obligations set forth under this Section 7.3 and (B) shall be further limited by Filtration’s compliance with Law and any applicable Commission or stock exchange director independence requirements (giving effect to any “controlled company” exemption applicable thereto), provided that Filtration otherwise exercises reasonable best efforts to comply therewith. Cummins, in its dis...
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Related to Cummins Designees

  • Designees (a) The Company and the Principal Stockholders shall take all Necessary Action to cause the Board to consist of members designated as follows:

  • Shareholder Services Transfer Agent or its agent will investigate all inquiries from Shareholders of a Fund relating to Shareholder accounts and will respond to all communications from Shareholders and others relating to its duties hereunder and such other correspondence as may from time to time be mutually agreed upon between Transfer Agent and a Fund. Transfer Agent shall provide each Fund with reports concerning Shareholder inquires and the responses thereto by Transfer Agent, in such form and at such times as are agreed to by the Fund and Transfer Agent.

  • Stockholder Services (i) Manage services for and communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications;

  • Outside Activities of Limited Partners Subject to any agreements entered into by a Limited Partner or its Affiliates with the General Partner, Partnership or a Subsidiary, any Limited Partner and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Limited Partners benefiting from the business conducted by the General Partner, and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • Reports to the Representatives For a period of five years from the Effective Date or until such earlier time upon which the Company is required to be liquidated or is no longer required to file reports under the Exchange Act, the Company will furnish to the Representatives and their counsel copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of its securities, and promptly furnish to the Underwriters: (i) a copy of each periodic report the Company shall be required to file with the Commission, (ii) a copy of every press release and every news item and article with respect to the Company or its affairs that was released by the Company, (iii) a copy of each current Report on Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company, (iv) two (2) copies of each registration statement filed by the Company with the Commission under the Act, and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representatives may from time to time reasonably request; provided the Representatives shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representatives and their counsel in connection with the Representatives’ receipt of such information. Documents filed with the Commission pursuant to its XXXXX system shall be deemed to have been delivered to the Representatives pursuant to this Section.

  • Initial Directors The names and addresses of the initial Directors, to hold office from and after the date of this Agreement until their removal pursuant to this Agreement or until their respective successors are elected and qualified pursuant to this Agreement, are as set forth in Schedule 2.

  • Prior to the Closing Buyer shall, and shall cause its Affiliates and its and their employees, agents, accountants, legal counsel and other representatives and advisers to, hold in strict confidence all, and not divulge or disclose any, information of any kind concerning the Company and its business; provided, however, that the foregoing obligation of confidence shall not apply to (i) information that is or becomes generally available to the public other than as a result of a disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers, (ii) information that is or becomes available to Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers on a nonconfidential basis prior to its disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers and (iii) information that is required to be disclosed by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers as a result of any applicable law, rule or regulation of any Governmental Authority; and provided further that Buyer promptly shall notify the Company of any disclosure pursuant to clause (iii) of this Section 9.2(a); and, provided, further, that the foregoing obligation of confidence shall not apply to the furnishing of information by Buyer in bona fide discussions or negotiations with prospective lenders.

  • Federated Hermes Global Equity Fund Federated Hermes Global Small Cap Fund Federated Hermes SDG Engagement Equity Fund Federated Hermes Unconstrained Credit Fund Federated International Bond Strategy Portfolio Federated International Dividend Strategy Portfolio Federated International Leaders Fund Federated International Small-Mid Company Fund Federated International Strategic Value Dividend Fund Federated MDT Large Cap Value Fund Federated Michigan Intermediate Municipal Trust Federated Muni and Stock Advantage Fund Federated Municipal High Yield Advantage Fund Federated Municipal Ultrashort Fund Federated Municipal Bond Fund, Inc. Federated Ohio Municipal Income Fund Federated Pennsylvania Municipal Income Fund Federated Premier Municipal Income Fund Federated Short-Intermediate Duration Municipal Trust

  • Outside Activities of the Limited Partners Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

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