Exercise of the Proxy Rights Sample Clauses

Exercise of the Proxy Rights. 3.1 The Existing Shareholders shall provide the Proxies with sufficient assistance in exercising the Proxy Rights, including signature of shareholders’ resolutions or any other legal documents made by Proxies as with the Company in a timely manner when necessary (for example, for the purpose of meeting the reporting documents required for approval, registration or filing by any government bodies). 3.2 If at any time within the valid period of the Agreement, the granting or the exercising of the Proxy Rights hereunder cannot be achieved for any reasons (other than any breach of the Existing Shareholders or the Company), the Parties shall immediately seek for the alternative solution most similar to the unachievable provision, and sign a supplementary agreement to amend or to adjust the terms of the Agreement when necessary, thus to ensure the continuous realization of the purpose hereof.
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Exercise of the Proxy Rights. 3.1 The Shareholders shall provide full assistance to the Proxy in its exercise of the Proxy Rights, including where necessary to promptly execute any resolution of shareholders’ meeting adopted by the Proxy or such other ancillary legal documents (such as to satisfy the requirement of necessary documents to be submitted for governmental approvals, registrations or filings). 3.2 At any time during the term of this Agreement, in the event that it is impossible to achieve the authorization or exercise of the Proxy Rights hereunder for any reason whatsoever (other than the breach of the Shareholders or the Company), the Parties shall immediately seek a substituted solution as close as possible to that of the unachievable provision and, when necessary, enter into a supplementary agreement to amend or modify the provisions of this Agreement such that the purpose of this Agreement shall continue to be achieved.
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Exercise of the Proxy Rights. 3.1 Party B shall fully assist the trustee and/or Party A in exercising the proxy rights, including promptly signing related legal documents when necessary (e.g. for the purpose of meeting requirements of documents which must be submitted for examination, approval, registration and archiving by government agencies, laws, rules, regulations, normative documents, corporate articles of association, joint venture contract, commands or orders of other government agencies), including but not limited to the Power of Attorney which specifies the scope of authorization (if stipulated by relevant laws, rules, regulations, articles of association, joint venture contract, or other normative documents). 3.2 Party B irrevocably agrees that when Party A makes a written request to exercise the proxy rights, Party B shall take actions to satisfy Party A’s requests to exercise such rights in accordance with Party A’s written request within three (3) days upon receiving the request. 3.3 Should the proxy rights hereunder cannot be authorized or exercised for any reason (other than Party B’s or Party C’s breach of this Agreement) at any time within the term of this Agreement, all Parties shall immediately seek an alternative plan the content of which is the consistent to this Agreement. If necessary, a supplemental agreement shall be signed to modify or revise terms of this Agreement, in order to continue realizing the purposes of this Agreement.
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Exercise of the Proxy Rights. 3.1 Each Shareholder shall provide full assistance in respect of the exercise of the Proxy Rights by the Proxy, including, when necessary (for example, in order to meet the requirements of submission documents needed for approval of, registration and filing with governmental authorities), timely executing the resolutions of the shareholders’ meeting adopted by the Proxy or other relevant legal documents. 3.2 If at any time during the term of this Agreement, the grant or exercise of the Proxy Rights under this Agreement cannot be realized for any reason (other than a breach of contract by the Shareholders or the Company), the Parties shall immediately seek an alternative scheme most similar to the provisions which cannot be realized and shall execute a supplementary agreement when necessary to amend or modify the terms of this Agreement so that the purpose of this Agreement can continue to be fulfilled. 3.3 If at any time during the term of this Agreement, the Shareholders sell or transfer all or part of their equity interests to any third party with consent of the WFOE, the Shareholders shall ensure the aforesaid third party will execute, before the closing of such equity transfer, an agreement in the form and substance basically the same with those of this Agreement, unless the WFOE waives such requirement through prior written consent.
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Exercise of the Proxy Rights. 3.1 The Shareholders each shall provide full assistance in respect of the exercise by the Proxy of the Proxy Rights, including, when necessary (for example, in order to meet the requirements of submitted documents needed for approval of, registration, and filing with governmental authorities), timely executing the resolutions of the shareholders’ meeting adopted by the Proxy or other relevant legal documents. 3.2 If at any time during the term of this Agreement, the grant or exercise of the Proxy Rights under this Agreement cannot be realized for any reason (other than default of the Shareholders or the Company), the Parties shall immediately seek an alternative method closest possible to the provisions which cannot be realized and shall execute a supplementary agreement when necessary to amend or modify the terms of this Agreement so that the purpose of this Agreement will continue to be achieved.
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Exercise of the Proxy Rights. 3.1 The Shareholders shall recognize that the Subsidiary Company may re-appoint, when necessary, specific person(s) in itself, to act as proxy for the Subsidiary Company to exercise any or all of its Proxy Rights within the scope of Article 1 and the Shareholders shall agree to bear all corresponding legal responsibilities. 3.2 The Shareholders shall render full assistance to the Subsidiary Company in exercising its Proxy Rights, including the timely signing of resolutions of the Shareholders Meetings or other relevant legal documents of the VIE Company when necessary (e.g. upon the request of government departments to submit documents for examination and approval, registration and reference). 3.3 If, at any time during the term of this Agreement and for any reason, the Proxy Rights hereunder cannot be granted or exercised (except for breach of this Agreement by the Shareholders or the VIE Company), the Parties shall forthwith seek a substitute similar to this Agreement, and sign, when necessary, a supplemental agreement to amend or modify the terms and conditions herein in order to ensure the continuing performance of this Agreement.
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Exercise of the Proxy Rights. 3.1 The Shareholders shall recognize that Beijing Xxxxx Xxx Xxx Xxxxx may re-appoint, when necessary, specific person(s) in itself, to act as proxy for Beijing Xxxxx Xxx Xxx Xxxxx to exercise any or all of its Proxy Rights within the scope of Article 1 and the Shareholders shall agree to bear all corresponding legal responsibilities. 3.2 The Shareholders shall render full assistance to Beijing Xxxxx Xxx Xxx Xxxxx in exercising its Proxy Rights, including the timely signing of resolutions of the Shareholders Meetings or other relevant legal documents of Beijing Xxxxx Xxx Xxxx Xxxx when necessary (e.g. upon the request of government departments to submit documents for examination and approval, registration and reference). 3.3 If, at any time during the term of this Agreement and for any reason, the Proxy Rights hereunder cannot be granted or exercised (except for breach of this Agreement by the Shareholders or Beijing Xxxxx Xxx Xxxx Xxxx), the Parties shall forthwith seek a substitute similar to this Agreement, and sign, when necessary, a supplemental agreement to amend or modify the terms and conditions herein in order to ensure the continuing performance of this Agreement.
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Exercise of the Proxy Rights. 3.1 Party B will provide full assistance to the Assignee in exercising the Proxy Rights, including the signing of relevant legal documents in time (including but not limited to the resolutions of the shareholders’ meeting that the Assignee has made, or the Letter of Entrustment that clarifies the scope of the specific authorization (if relevant laws and regulations or articles of association or other normative documents require)) when necessary (for example, to meet the requirements of government departments for approval, registration and filing of documents or the requirements of laws and regulations, normative documents, articles of association or the instructions or orders of other government departments). 3.2 Party B hereby irrevocably agrees that when the Assignee makes a written request related to the exercise of the Proxy Rights, Party B shall, within three (3) days after receiving the written request, take action in accordance with the written request to satisfy the requirements of the Assignee for the exercise of Proxy Rights. 3.3 If, at any time during the term hereof, it is unable to grant or exercise the Proxy Rights hereunder for any reason (other than the breach of contract by Party B or Party C), the Parties shall immediately seek alternatives that are most similar to the provisions that cannot be executed, and sign a supplemental agreement to modify or adjust the provisions of this Agreement when necessary, so as to ensure the achievement of the purpose of this Agreement.
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Exercise of the Proxy Rights. 3.1 The Shareholders will provide sufficient assistance to the Proxy with regard to his exercise of the Proxy Rights, including timely execution where necessary of resolutions of shareholders’ meetings adopted by the Proxy or other pertinent legal documents (e.g., where the same is required in order to submit documents for purpose of governmental approvals, registrations or filings.). 3.2 If at any time within the term of this Agreement, the grant or exercise of the Proxy Rights hereunder is unrealizable for whatever cause (except for default of any Shareholder or the Company), the Parties shall immediately seek the most similar alternative solution and, if necessary, enter into a supplementary agreement to amend or adjust the provisions herein, in order to ensure the realization of the purpose of this Agreement.
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Related to Exercise of the Proxy Rights

  • Exercise of the Purchase Rights The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock.

  • Exercise of the Warrant Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

  • Waiver and exercise of rights 15.5.1 A single or partial exercise or waiver of a right relating to this Agreement does not prevent any other exercise of that right or the exercise of any other right. 15.5.2 No Party will be liable for any loss or expenses incurred by the other Party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

  • Exercise of Rights No failure or delay on the part of any party to exercise any right, power or privilege under this Agreement and no course of dealing between the Seller and the Purchaser shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as set forth in Section 6(h) of this Agreement, the rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which any party would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of either party to any other or further action in any circumstances without notice or demand.

  • Duration and Exercise of Warrants (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) at any time and from time to time on or after January 27, 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10, upon delivery of an executed Form of Election to Purchase, together with the grid attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

  • Exercise of the Pledge 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. The Pledgee shall give a written Notice of Default to the Pledgor when it intends to exercise the Pledge. 8.3. Subject to Article 7.3, the Pledgee may exercise the right to enforce the Pledge when issuing the Notice of Default in accordance with Article 7.3 or at any time thereafter. 8.4. Upon issuing a Notice of Default under Article 7.3, the Pledgee may exercise all remedies for breach of contract under the PRC laws and hereunder, including without limitation, acquiring the Pledged Equity at discounted price, or auction or sale of the Pledged Equity with the proceeds to be paid based on the order agreed in Article 8.6, until all Secured Debts are repaid. 8.5. When the Pledgee enforces the Pledge in accordance with this Agreement, the Pledgor shall not put up any obstacle and shall give necessary assistance so as to facilitate the Pledgee’s realization of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

  • Rights Prior to Exercise of Option The Option hereby granted is non-transferable by Employee except as otherwise provided in Paragraph 5 hereof. During the lifetime of Employee, the Options hereby granted shall be exercisable only by the Employee. Employee shall have no rights as a shareholder in the shares of Stock purchasable pursuant to Options hereunder until payment of the purchase price and delivery.

  • Duration and Exercise of Warrant (a) Subject to Section 1.2, this Warrant may be exercised to purchase (i) 50% of the underlying shares from and after 9:00 A.M. New York City time on January 24, 2002 (the "First Exercise Date") and (ii) 50% of the underlying shares on January 24, 2003 (the "Second Exercise Date"). Each of the First Exercise Date and the Second Exercise Date are hereinafter referred to from time to time, as applicable, as the "Exercise Date" and collectively from time to time as the "Exercise Dates"). The Company shall give prompt notice to the Warrantholder of the Exercise Date in accordance with Section 7.6. This Warrant expires at 5:00 P.M., New York City time on January 24, 2011 (the "Expiration Date"). (b) The rights represented by this Warrant may be exercised by the Warrantholder of record, in whole, or from time to time in part, by (a) surrender of this Warrant, accompanied by either the Exercise Form annexed hereto, or if the Warrantholder decides to exercise the Warrant pursuant to the broker-assisted cashless exercise program instituted by the Company, an applicable exercise form provided by the Company (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at 0000 XxXxxxxx Xxxxxx, Suite 1000, Dallas, Texas 75204 (or such other office or agency of the Company as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized to close or on which the Company is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M. New York City time on the applicable Exercise Date but not later than 5:00 P.M., New York City time, on the Expiration Date (or 5:00 P.M., New York City time, on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), (b) delivery of payment to the Company in cash or by certified or official bank check in New York Clearing House Funds, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form (such payment may be made by the Warrantholder directly or by a designated broker pursuant to the broker-assisted cashless exercise program instituted by the Company) and (c) such documentation as to the identity and authority of the Warrantholder as the Company may reasonably request. Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder (or designated broker, as the case may be) as promptly as practicable, and in any event within 10 business days, thereafter. The stock certificates so delivered shall be in denominations of at least 1,000 shares each or such other denomination as may be specified by the Warrantholder and agreed upon by the Company, and shall be issued in the name of the Warrantholder or such other name as shall be designated in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder (or designated broker, as the case may be) a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares. (c) With the consent of the Compensation Committee, and subject at all times to, and only to the extent, if any, permitted under and in accordance with, laws and regulations and other binding obligations or provisions applicable to the Company, the Company may make a loan to the Warrantholder with respect to the exercise of the Warrant, including the payment by the Warrantholder of any or all federal, state and local income or other taxes due in connection with any exercise. The interest on such loan shall be the Company's cost of money plus an additional 0.5% at the time the loan is made and such loan shall be made with recourse against the Warrantholder. The Compensation Committee shall have the full authority to determine any other terms and provisions of such a loan.

  • Maximum Exercise of Rights In the event the exercise of the rights described in Sections 12(a) and 12(c) would result in the issuance of an amount of common stock of the Company that would exceed the maximum amount that may be issued to a Subscriber calculated in the manner described in Section 7.3 of this Agreement, then the issuance of such additional shares of common stock of the Company to such Subscriber will be deferred in whole or in part until such time as such Subscriber is able to beneficially own such common stock without exceeding the maximum amount set forth calculated in the manner described in Section 7.3 of this Agreement. The determination of when such common stock may be issued shall be made by each Subscriber as to only such Subscriber.

  • Terms and Exercise of Warrants (a) Subject to the terms of this Agreement, the Warrants shall be exercisable and each Holder shall have the right, which may be exercised at any time from and including October 1, 2009 and prior to or on November 30, 2009 (the “Expiration Date”), unless extended or accelerated per Section 2(c) below, to purchase from the Bank the number of Shares which the Holder may at the time be entitled to purchase on exercise of such Warrants, as identified on the Master Warrant Certificate. The Bank shall provide each Holder with a warrant exercise form (the "Exercise Form") prior to or contemporaneous with the commencement of the warrant exercise period. (b) Warrants may only be exercised for the purchase of whole Shares. Warrants may be exercised upon delivery to the Bank of a completed Exercise Form and upon payment to the Bank of the Warrant Exercise Price (as defined herein), for the number of Shares in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Exercise Price shall be made by certified or official bank check, wire transfer or debit from an account at the Bank. Upon such delivery of the Exercise Form and payment of the Warrant Exercise Price as aforesaid, the Bank shall issue and cause to be delivered as promptly as possible to or upon the written order of the Holder, and in such name or names as the Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the delivery of the Exercise Form and payment of the Warrant Exercise Price, as aforesaid. (c) The Bank may accelerate or extend the Expiration Date at any time, in its discretion to a date not earlier than 60 days following mailing of notice. Notice of the acceleration or extension, as applicable, shall contain the accelerated Expiration Date (the “Accelerated Expiration Date”) or the extended Expiration date (the "Extended Expiration Date"), as applicable.

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