Key Operational Matters Sample Clauses

Key Operational Matters. (a) The Company's by-laws will require shareholders' approval by an absolute majority (50% plus one) of the votes cast at the related shareholders' meeting for the following matters ("Key Operational Matters"):
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Key Operational Matters. The AK Board will meet prior to each shareholders’ meeting of the Company or each meeting of the Company Board at which a Key Operational Matter will be considered in order to determine the manner in which the Shares owned by the AK will be voted or the manner in which the members of the Company Board who have been exclusively nominated by the Class A Holders and the members of the Company Board who have been exclusively nominated by the Class B Holders shall vote. If the AK Board takes action in accordance with Section 3.05 (c) on the manner in which the AK should vote with respect to any Key Operational Matter, it will instruct its representatives to vote the AK’s Shares accordingly at the shareholders’ meeting of the Company or the Class A Holders and, respectively, the Class B Holders will cause the members of the Company Board whom they have exclusively nominated to vote accordingly at the meeting of the Company Board. If the AK Board cannot take action on the manner in which the AK or its representatives at the Company Board should vote (at a shareholders’ meeting of the Company or at a meeting of the Company Board) with respect to any Key Operational Matter because of a tie vote, then the Class A Directors or the Class B Directors shall have an alternating casting vote at the AK Board in accordance with Section 4.05 to resolve such Deadlock. If any member of the Company Board nominated exclusively by the Class A Holders or by the Class B Holders in accordance with Section 3.02 (b) fails to vote at a meeting of the Company Board as determined by the AK Board, the Class A Holders or, respectively, the Class B Holders, shall use their best efforts to obtain the voluntary resignation of such member as soon as practically possible and in any event no later than 30 days following the relevant meeting of the Company Board. Failing to obtain such voluntary resignation within 30 days following the relevant meeting of the Company Board, the Class A Holders or, respectively, the Class B Holders, commit (i) to cause the other members of the Company Board whom they have exclusively nominated in accordance with Section 3.02 (b) to vote in favour of the convening of a shareholders’ meeting of the Company which shall have the removal of the said member of the Company Board on its agenda and (ii) to vote in favour of the removal of such member of the Company Board at the first shareholders’ meeting of the Company following the meeting of the Company Board during whi...
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Key Operational Matters. (a) The following matters shall constitute “Key Operational Matters” for purposes of this Agreement:
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Key Operational Matters. The AK Board will meet prior to each shareholders’ meeting of the Company at which a Key Operational Matter will be considered in order to determine the manner in which the Shares owned by the AK will be voted. If the AK Board takes action in accordance with Section 3.05 (c) on the manner in which the AK should vote with respect to any Key Operational Matter, it will instruct its representatives to vote the AK’s Shares accordingly. If the AK Board cannot take action on the manner in which the AK should vote with respect to any Key Operational Matter because of a tie vote, then the Class A Directors or the Class B Directors shall have an alternating casting vote at the AK Board in accordance with Section 4.05 to resolve such Deadlock.
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Related to Key Operational Matters

  • Operational Matters Except as would not, individually or in the aggregate, be reasonably expected to result in a Company Material Adverse Effect:

  • Transitional Matters Each of Seller and Purchaser will use its respective reasonable efforts to cooperate to (a) transfer to Purchaser or any of its Affiliates any insurance and administrative services contracts that Purchaser wishes to continue with respect to any Employee Plan that Purchaser or any of its Affiliates is assuming or continuing pursuant to this Agreement and (b) cause any insurance carrier administering workers' compensation and other employee benefit liabilities or obligations assumed by Purchaser or any of its Affiliates to deal directly with Purchaser or such Affiliate.

  • Organizational Matters 16 Section 2.1. Organization.....................................................16 Section 2.2. Name ............................................................16 Section 2.3. Resident Agent; Principal Office.................................16 Section 2.4.

  • Additional Matters (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements.

  • Certain Additional Matters (a) Any arbitration award shall be a bare award limited to a holding for or against a party and shall be without findings as to facts, issues or conclusions of law (including with respect to any matters relating to the validity or infringement of patents or patent applications) and shall be without a statement of the reasoning on which the award rests, but must be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any arbitration award hereunder may be entered in any court having jurisdiction thereof.

  • Computational Materials and Structural Term Sheets (a) Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, the Underwriter shall deliver to the Company five complete copies of all materials provided by the Underwriter to prospective investors in such Offered Certificates that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company.

  • Fiscal Matters 14 Section 4.11

  • FCC Matters Except for the filing of tariffs with the FCC, ----------- each Loan Party has duly and timely filed all filings which are required to be filed by it under the Communications Act, the failure to file which could reasonably be expected to have a Material Adverse Effect and is in all material respects in compliance with the Communications Act, including the rules and regulations of the FCC applicable to it, the failure to be in compliance with which could reasonably be expected to have a Material Adverse Effect. No failure to pay any Indebtedness owing to the FCC in respect of any C-Block FCC License has occurred, except in accordance with the orders, rules and regulations of the FCC.

  • Compliance Matters (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall:

  • Section 16 Matters Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

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