Economic and Corporate Rights Sample Clauses

Economic and Corporate Rights. (a) Each of the parties hereto hereby agrees that each Pledgor shall have the right to exercise any and all the corporate rights (including voting rights) and economic rights that arise from the Pledged Equity Interests, except upon the occurrence of an Enforcement Event that is continuing (for which an Enforcement Notice was provided to the relevant Pledgor), in which case the Pledgors hereby agree that, from the date of such Enforcement Notice, the corporate and economic rights pertaining to the Pledged Equity Interests, shall be exercised by the Pledgee.
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Economic and Corporate Rights. Unless there is a Default or an Even of Default, Pledgors shall have the right to exercise the rights derived from their respective Beneficial Interest in a manner consistent with and not resulting from the Exit Debt Financing Documents (or not reasonably expected to result) in a breach of, or conflict with, the terms and conditions of this Agreement, the other Exit Debt Financing Documents and/or any transactions contemplated thereunder, the rights, actions and remedies of Pledgee and/or the Exit Debt Financing Secured Parties pursuant to or in terms of this Agreement, any of the other of Exit Debt Financing Documents or applicable law, or the ability of Pledgee and/or any Exit Debt Financing Secured Parties to exercise any such rights, actions and remedies; provided, however, that no vote shall be cast and no consent shall be granted or any action shall be taken which has the effect of impairing or damaging the position or interests of Pledgee and/or the Exit Debt Financing Secured Parties in respect of the Beneficial Interest, or which authorizes, causes or consents to: (i) the termination or cancellation of the GSE Trust; (ii) the creation or granting of any Lien or other type of collateral over the Beneficial Interest and/or the Trust Estate (or any part thereof); (iii) the sale, transfer, conveyance or other type of disposal of all or part of the Beneficial Interest and/or the Trust Estate (except in the ordinary course of business but solely in so far such transfer or any other disposal is allowed under the terms of the Exit Debt Financing Documents); and/or (iv) the reform or amendment of the GSE Trust.
Economic and Corporate Rights. (a) Each of the parties hereto hereby agrees that each Pledgor shall have the right to exercise any and all corporate rights (including voting rights) and economic rights that arise from the Pledged Equity Interests, except if an Event of Default or Default (as defined in the Credit Agreement) shall have occurred and be continuing unremedied in the terms set forth in Article VII of the Credit Agreement, in which case the Pledgors hereby agree that, from the date on which the Pledgors and the Company are notified in writing by the Pledgee in respect of the occurrence and continuation of an Event of Default, the corporate and economic rights pertaining to the Pledged Equity Interests, shall be exercised by the Pledgee.

Related to Economic and Corporate 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.

  • Corporate Organization of the Company (a) The Company has been duly incorporated, is validly existing and in good standing under the Laws of the State of Delaware and has the requisite power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. The certificate of incorporation and by-laws of the Company previously made available by the Company to Acquiror are true, correct and complete and are in effect as of the date of this Agreement.

  • Stock Plans With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Stock Option was duly authorized by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any), to the Company’s knowledge, was duly executed and delivered by each party thereto, (iii) each such grant was made in all material respects in accordance with the terms of the Company Stock Plans, and (iv) each such grant was properly accounted for in accordance with generally accepted accounting principles as applied in the United States (“GAAP”) in the financial statements (including the related notes) of the Company.

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