Discretionary Corporate Action Sample Clauses

Discretionary Corporate Action. Whenever Securities or instruments (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer optional rights on Customer or provide for discretionary action or alternative courses of action by Customer, Customer shall be responsible for making any decisions relating thereto and for instructing Bank to act. In order for Bank to act, it must receive Customer's instructions at Bank's offices, addressed as Bank may from time to time request, by no later than noon (Eastern Standard Time) at least two (2) business days prior to the last scheduled date to act with respect to such securities or instruments (or such earlier date or time as Bank may notify Customer). Absent Bank's timely receipt of such instruction, Bank shall not be liable for failure to take any action relating to or to exercise any rights conferred by such securities or instruments.
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Discretionary Corporate Action. Whenever Custodian receives information concerning the Securities or instruments (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) which requires discretionary action by the beneficial owner of the Securities (other than a proxy) such as subscription rights, bonus issues, stock repurchase plans and rights offerings, or legal notice of the material intended to be transmitted to securities holders, or which confer optional rights on the Fund or provide for discretionary action or alternative courses of action by the Fund ("Corporate Actions"), Custodian shall promptly give the Fund notice of such Corporate Actions to the extent that Custodian has actual knowledge of a Corporate Action. The Fund shall be responsible for making any decisions relating thereto and for instructing Custodian to act. In order for Custodian to act, it must receive the Fund's Proper Instructions at Custodian's offices, addressed as Custodian may from time to time request, by no later than noon (Eastern Standard Time) at least two (2) business days prior to the last scheduled date to act with respect to such Securities or instruments (or such earlier date or time as Custodian may notify the Fund). Absent Custodian's timely receipt of such instruction, Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities or instruments.
Sample 1
Discretionary Corporate Action. Whenever Securities or instruments (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer optional rights on the Trust or provide for discretionary action or alternative courses of action by the Trust, the Trust shall be -- 276 -- responsible for making any decisions relating thereto and for instructing Bank to act. Bank agrees that it will take no such action without instructions from the Trust in accordance with this paragraph 5(b). In order for Bank to act, it must receive the Trust's instructions at Bank's offices, addressed as Bank may from time to time request, by no later than noon (Eastern Standard Time) at least two (2) business days prior tothe last scheduled date to act with respect to such securities or instruments (or such earlier date or time as Bank may notify the Trust). Absent Bank's timely receipt of such instruction, Bank shall not be liable for failure to take any action relating to or to exercise any rights conferred by such securities or instruments.
Sample 1
Discretionary Corporate Action. Whenever Securities confer ------------------------------ optional rights on the Fund or provide for discretionary action or alternative courses of action by the Fund, the Fund shall be responsible for making any decisions relating thereto and for instructing the Custodian to act. In order for the Custodian to act, it must receive the Fund's instructions at the Custodian's offices, addressed as the Custodian may from time to time request, by no later than noon (Eastern Time) at least two (2) business days prior to the --------------------------------------- last scheduled date to act with respect to such Securities (or such earlier date or time as the Custodian may notify the Fund). Absent the Custodian's timely receipt of such instructions, the Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities.
Sample 1
Discretionary Corporate Action i. Whenever Securities (including, but not limited to, warrants, options, conversions, redemptions, tenders, options to tender or non-mandatory puts or calls) confer optional rights on Customer or provide for discretionary action or alternative courses of action by Customer, Customer shall be responsible for making any decisions relating thereto and for instructing BNYCS to act. In order for BNYCS to act, it must receive Customer's instructions at BNYCS's offices, addressed as BNYCS may from time to time request, by no later than noon (New York City time) at least two (2) business days prior to the last scheduled date to act with respect to such Securities (or such earlier date or time as BNYCS may notify Customer). Absent BNYCS's timely receipt of such instructions prior to its specified deadline, BNYCS shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities. ii. BNYCS shall notify Customer of such rights or discretionary actions or of the date or dates by when such rights must be exercised provided that BNYCS has received, from the issuer or from one of the nationally recognized bond or corporate action services to which BNYCS subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of such notice, BNYCS shall have no liability for failing to so notify Customer.
Sample 1

Related to Discretionary Corporate Action

  • Full Compensation Subrecipient agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Subrecipient of all its duties and obligations hereunder.

  • Discretionary Rights The Advance Rates may be increased or decreased by Agent at any time and from time to time in the exercise of its reasonable discretion. Each Borrower consents to any such increases or decreases and acknowledges that decreasing the Advance Rates or increasing or imposing reserves may limit or restrict Advances requested by Borrowing Agent. The rights of Agent under this subsection are subject to the provisions of Section 16.2(b).

  • Reporting Subawards and Executive Compensation a. Reporting of first-tier subawards.

  • Decisions of Board or Committee The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

  • Equity-Based Compensation The Executive shall retain all rights to any equity-based compensation awards to the extent set forth in the applicable plan and/or award agreement.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

  • No Liability for Election of Recommended Directors No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

  • Discretionary Bonuses The Employee shall participate in an equitable manner with all other senior management employees of the Bank in discretionary bonuses that the Board may award from time to time to the Bank’s senior management employees. No other compensation provided for in this Agreement shall be deemed a substitute for the Employee’s right to participate in such discretionary bonuses.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights.

  • Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.

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