Evolution. ─ The participants in implementing this appendix agree that the SSLMP must evolve with changing scientific knowledge to allow for better definition of the monitoring elements, issues and client expectations.
Evolution. The product will evolve in capacity, national standards, and frequency bands. [***] CONFIDENTIAL TREATMENT REQUESTED
Evolution. The Parties acknowledge that e-commerce, the Internet and associated technologies and ways of doing business are evolving rapidly, and as a result, that the form and content of this Agreement as of the Effective Date, may not be optimally suited to either the relationship of the Parties or prevailing conditions throughout the entire Term of the Agreement. Accordingly, the Parties agree to confer and discuss in good faith either Party's reasonably perceived need to modify this Agreement in order: (a) to adjust to prevailing or anticipated conditions, (b) to provide a more positive customer experience on the XXX.xxx Site; (c) to maximize customers and revenues from or through the XXX.xxx Site; or (d) to maximize return on investment to all Parties. Notwithstanding the foregoing, no modification to this Agreement shall be effective except pursuant to Section 19.9 hereof. (***************) SIGNATURES APPEAR FOLLOWING PAGE
Evolution. The parties anticipate that the Program (including the features of the Program and the systems and technologies used by both parties in the Program) will evolve over time to keep pace with technological advancements and improvements in the methods of delivering data, receiving data, processing data, generating output, marketing innovations, and performing other Services in connection with the Program, and that the pace of technical advancements and improvements will be at least consistent with the pace of technical advancements and improvements of the Peer Group Programs in the aggregate. Subject to the provisions of this Section 3.2, the parties agree to cooperate with each other in taking advantage of such technological advancements and other improvements to maintain and improve the effectiveness and competitiveness of the Program.
Evolution. This document, dated this 8th day of June, 2000 (the "Effective Date") is the latest in a series of documents written as the product concept has evolved. Many changes from the preceding document (TVE System, Product Development Plan, 9/13/99, ref TVE/program 5.doc) are included within. The inclusion of a Bread Board System as part of the Research Phase is the most significant change and reflects two significant modifications to the Product concept:
a. The inclusion of the measurement of platelet contractile pressure in base technology.
b. The evolution of the Product from a tabletop unit to a portable unit employing a single-use disposable. Because of the uncertainties associated with these changes, details within the Product Development Stage of this document have not been included.
Evolution. DataDome may develop the Software Solution and related Services, including by adding or adjusting functionalities without incurring additional liability, which is agreed by the Client. It is nonetheless understood that DataDome will take care to avoid such addition or modification having negative impact on the functionalities and performance of the Software Solution.
Evolution. The parties anticipate that the Program (including the features of the Program and the systems and technologies used by both parties in the Program) will evolve over time to keep pace with technological advancements and improvements in the methods of delivering data, receiving data, processing data, generating output, marketing innovations, and performing other Services in connection with the Program. Subject to the provisions of this Section 3.2, the parties agree to cooperate with each other in taking advantage of such technological advancements and other improvements to maintain and improve the effectiveness and competitiveness of the Program. (e) Certain Expenses. Bank shall bear all of its own costs and expenses in maintaining, developing, enhancing or otherwise modifying the features of the Program and the systems and technologies of the Bank used in the Program. JCPenney shall bear all of its own costs and expenses in modifying its systems and technologies to accommodate any such developments, enhancements or other modifications by Bank; provided that Bank, notwithstanding anything to the contrary herein, shall not be obligated to undertake any such development, enhancement or other modification in connection with the Program that would require JCPenney to make any such modification or incur any such cost or expense without JCPenney’s prior written consent. (f) Access to Bank’s Consumer Database. Except to the extent limited by the proprietary rights of third parties, including other Bank customers, other contractual obligations of Bank and Applicable Law, Bank shall provide JCPenney and other Authorized Entities, at their reasonable request and costs, information from its “prospect” database for the sole purpose of selling merchandise in stores or by catalog or Internet, but information from such database shall not be used for marketing by DMS. 3.3
Evolution. In our constant efforts to improve the program, the manufacturer reserves the right to modify the characteristics of the Software without prior notice. If the product evolves, your license does not give you the right to free upgrades.
Evolution. In the U.S. courts, the enforcement of shareholders’ agreements concerning issues normally in the power of shareholders has been an object of discussion98. Most of the initial decisions of courts considered voting agreements invalid99. The main two reasons for invalidating the agreements were i) the idea that the power to vote was treated as inseparable from the shares and ii) the idea that shareholders owe to the each other a duty to vote in the corporation meetings in the best interest of the corporation100. Today, the trend toward the validity and enforcement of shareholders’ agreements concerning shareholder issues has a most positive perspective in courts101. The enactment of statutes expressly authorizing this kind of agreement has been the best way to avoid discussion about the validity of shareholders’ agreements concerning 98 O’NEIL and XXXXXXXX, supra note 6, at 5:11. 99 Id. 100 Id. at 5:12-13. 101 Id. at 5:15. shareholder decisions102. The MBCA and D.G.C.L. provide specific rules for the enforcement of pooling agreements,103 proxy agreements,104 and voting trust105. 102 Id. at 5:17. 103 See MODEL BUS. CORP. ACT § 7.31 (2005). It provides that:
(a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 7.30.
Evolution. Historically, shareholders’ agreements concerning director decisions were held invalid by courts141. The arguments to invalidate shareholders’ agreements were:142
i) shareholders’ agreements violate a statute (an article or a section), in this case for instance, the fact that directors shall manage the affairs of the corporation;
ii) the fiduciary duties of directors to exercise their best judgment for the benefit of the corporation and the shareholders as a whole may be disregarded by the agreement; and iii) the agreement is unfair and fraudulent to shareholders who do not participate in it. On different occasions, courts held that shareholders’ agreements were void if they regulated the management and operation of the corporation in a way different from what had been established by the corporation statute.143 The concept behind these holdings was that incorporation and limited liability were special features given by the state144. Therefore, if shareholders wanted to enjoy these privileges, the condition was to follow strictly the traditional roles of corporation management and operation145. A good example of courts unfavorable view of shareholders’ agreements is the case XxXxxxx v. Stoneham146. In this case, Defendant Xxxxxxx Xxxxxxxx, the majority shareholder of the National Exhibition Company, also called the Baseball Club (New York Nationals or “Giants”) sold minority stock interest in the company to defendant Xxxx X. XxXxxx and to plaintiff Xxxxxxx X. McQuade147. The corporation’s business was the New York Giants baseball team and XxXxxx was the team’s manager148. As part of the transaction, Xxxxxxxx, XxXxxx and XxXxxxx entered into a shareholder agreement in which they agreed that they would use their best endeavors for the 140 O’NEIL and XXXXXXXX, supra note 6, at 5:95-96. 141 MODEL BUS. CORP. ACT § 7.22 Official Comment (2005). 142 O’NEIL and XXXXXXXX, supra note 6, at 5:22 143 See Id. 5:2, 5:23. 144 See Id. 145 See Id. 146 XXXXXXX x. XXXXXXXX, 263 N.Y. 323, 189 N.E. 324 (1934). 147 XXXXXXX x. XXXXXXXX, 263 N.Y. at 325-26, 189 N.E. at 235. 148 XXXXXXX x. XXXXXXXX, 263 N.Y. at 326, 189 N.E. at 235. purpose of continuing as directors and officers of the corporation,149 decided what their salaries would be,150 and decided that not changes in corporate structure or policy would occur without their unanimous consent151. Nine years later, Xxxxxxxx and XxXxxx breached the agreement152. The board of directors controlled by Xxxxxxxx discharged XxXxxxx as ...
