Discharge of Directors Sample Clauses

Discharge of Directors. Purchaser shall procure that, at the first shareholders’ meeting or otherwise whenever the questions of discharge is raised after the Closing, each member and deputy member of the board and, where applicable, the managing director of each Acquired Company is discharged to the fullest extent permitted by law from any liability as a member or deputy member of the board or managing director, as the case may be, in relation to the period prior to the Closing provided that the auditors do not recommend otherwise.
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Discharge of Directors. Without prejudice of the rights of the Buyer for indemnification provided for in Articles 8 and 9.1, immediately following Closing, but on the same date as the Closing Date, Buyer hereby undertakes to cause the relevant shareholders of the Company and the Subsidiaries to vote in favour of the full and complete discharge of the Resigning Directors. Without prejudice of the rights of the Buyer for indemnification provided for in Articles 8 and 9.1, Buyer shall not make, or shall procure that the Company or the Subsidiaries shall not make, any claim against any directors and officers of the Group in connection with the transaction contemplated by this Agreement, unless such director or officer has acted wilfully or grossly negligently and save for criminal offence.
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Discharge of Directors. As soon as possible after the Closing Date, Buyer shall cause each of the DiaMed Companies to hold such corporate meetings which are necessary pursuant to applicable laws and/or statutes to discharge the Resigning Directors; furthermore, Buyer shall use all its votes, or cause the relevant DiaMed Company to use all its votes, at such meetings in favor of the discharge of the Resigning Directors. Stock Purchase Agreement Share Purchase Agreement DiaMed Holding AG
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Discharge of Directors. (a) The Purchaser shall procure that the discharge to the Resigning Director for the performance of its duties as (managing) director up until Completion is confirmed at the next relevant annual shareholders’ meetings.
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Discharge of Directors. The Parent and the Buyer irrevocably undertake to vote (or shall cause to vote) at the next annual shareholders’ meetings of the Company in favor of a resolution granting the directors and the statutory auditor of the Company full discharge for the performance of their office as directors and auditor until the Closing Date.
Sample 1
Discharge of Directors. The Purchaser undertakes not to vote, or procures that the Subsidiaries' shareholders' meeting shall not vote, any resolution having the purpose of claiming any responsibility action, as per article 2393 of the Italian Civil Code (azione sociale di responsabilita) or similar actions of the same nature, vis-a-vis all the directors of the Subsidiaries having held their office for the 5 years preceding the Management Date. The Purchaser agrees to indemnify and hold harmless each director against any and all losses, claims, damages, liabilities, expenses, judgements and expenses. The provisions contained in this article 7.6 shall not apply to the litigation pending against Xx. Xxxxxxxx, nor in the event of liability of directors for fraud or gross negligence.
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Discharge of Directors. (a) At the first general meeting of shareholders of the Company and the Subsidiary following the Closing Date at which a report is available from the auditors at the Company and the Subsidiary for the relevant period, Purchaser undertakes to vote and procure that the Company vote for the members of the boards of directors of the Company and the Subsidiary, respectively, as at the Closing Date, to be discharged from Liability for the period until the Closing Date; provided, that the auditors of the Company or the Subsidiary in their report for the relevant period do not recommend against such discharge.
Sample 1
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Related to Discharge of Directors

  • Discharge of Indenture When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.

  • Discharge of Indenture Defeasance SECTION 8.01. Discharge of Liability on Securities; Defeasance............................................. 80 SECTION 8.02. Conditions to Defeasance..................................................................... 81 SECTION 8.03. Application of Trust Money................................................................... 82 SECTION 8.04. Repayment to Company......................................................................... 83 SECTION 8.05. Indemnity for Government Obligations......................................................... 83 SECTION 8.06. Reinstatement................................................................................ 83 ARTICLE 9 Amendments

  • Discharge of Liens The Owner Trustee will promptly take, at its own expense, action necessary to discharge a Lien (other than the Lien of the Indenture) on the Trust Property resulting from actions by, or claims against, the Owner Trustee in its individual capacity that are not related to the ownership or the administration of the Trust Property.

  • Discharge of Obligations If at any time all such Securities of a particular series not heretofore delivered to the Trustee for cancellation or that have not become due and payable as described in Section 11.01 shall have been paid by the Company by depositing irrevocably with the Trustee as trust funds moneys or an amount of Governmental Obligations sufficient to pay at maturity or upon redemption all such Securities of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then after the date such moneys or Governmental Obligations, as the case may be, are deposited with the Trustee the obligations of the Company under this Indenture with respect to such series shall cease to be of further effect except for the provisions of Sections 2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05 hereof that shall survive until such Securities shall mature and be paid. Thereafter, Sections 7.06 and 11.05 shall survive.

  • Discharge of Liabilities Liabilities of the Partnership include amounts owed to Partners otherwise than in respect of their distribution rights under Article VI. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment. When paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds.

  • Discharge Without Cause The Company may discharge the Executive at any time during the Employment Period and, unless such discharge constitutes a discharge with Cause:

  • Satisfaction and Discharge of Indenture Unclaimed Moneys Section 9.01. Satisfaction and Discharge of Indenture........................42 Section 9.02. Application by Trustee of Funds Deposited for Payment of Securities..................................................46 Section 9.03. Repayment of Moneys Held by Paying Agent.......................46 Section 9.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years........................................46

  • Payment, Performance and Discharge of Obligations The Seller will pay, perform and discharge all of its obligations and liabilities, including, without limitation, all Taxes, assessments and governmental charges upon its income and properties, when due, unless and only to the extent that such obligations, liabilities, Taxes, assessments and governmental charges shall be contested in good faith and by appropriate proceedings and that, to the extent required by GAAP, proper and adequate book reserves relating thereto are established by the Seller and then only to the extent that a bond is filed in cases where the filing of a bond is necessary to avoid the creation of a Lien against any of its properties.

  • Discharge of Security To the extent a sale or other disposition of the Secured Assets is permitted pursuant to the provisions hereof, the Lenders hereby authorize the Administrative Agent, at the cost and expense of the Borrower, to execute such discharges and other instruments which are necessary for the purposes of releasing and discharging the security interest of the Lenders and the Administrative Agent therein or for the purposes of recording the provisions or effect thereof in any office where the Security Documents may be registered or recorded or for the purpose of more fully and effectively carrying out the provisions of this Section 14.25.

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