MEETINGS; FIDUCIARY DUTIES Sample Clauses

MEETINGS; FIDUCIARY DUTIES. The Company shall, promptly -------------------------- after the date hereof, take all action necessary in accordance with the DGCL and its Certificate of Incorporation and By-laws to convene a meeting of the Company's stockholders at a time mutually agreed to by the Company and Metromedia to, among other things, consider and vote upon this Agreement (the "Company Stockholders' Meeting"), and the Company shall consult with Metromedia in connection therewith. The Board of Directors of the Company shall not withdraw or modify or propose to withdraw or modify in a manner adverse to Metromedia, the Recommendation, unless the Board of Directors of the Company concludes in good faith following receipt of a written opinion addressed to the Company from outside counsel to the Company that such action is reasonably necessary for the Board of Directors of the Company to comply with its fiduciary obligations to stockholders under applicable law. The Company shall use its best efforts to solicit from stockholders of the Company proxies in favor of the approval and adoption of this Agreement and to secure the vote or the 42 consent of the stockholders required by the DGCL to approve and adopt this Agreement.
Sample 1
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MEETINGS; FIDUCIARY DUTIES. VCAM shall, promptly after the date hereof and consistent with a desired Effective Time of on or prior to February 28, 1999, take all action necessary in accordance with the FBCA and its Certificate of Incorporation and By-laws to convene a meeting of its stockholders as promptly as practicable after the effectiveness of the Form S-4, among other things, consider and vote upon this Agreement and the Merger (the "Stockholders' Meeting"), and VCAM shall consult with ADP in connection therewith; provided, that the failure of the Effective Time to have occurred on or prior to February 28, 1999 shall not be considered to be a breach of this Agreement. VCAM will use its best efforts to obtain the requisite stockholder approval as soon as practicable after the date hereof. Without limiting the generality of the foregoing, VCAM agrees that its obligations pursuant to the first two sentences of this Section 4.2(c) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to ADP of any Transaction Proposal or (ii) the withdrawal or modification by the Board of Directors of VCAM of its approval or recommendation of this Agreement or the Merger. Subject to the provisions of Sections 4.2(d) and 4.2(e) hereof, the Board of Directors of VCAM shall recommend that VCAM's stockholders vote in favor of the adoption and approval of this Agreement (the "Recommendation") and the Board of Directors of VCAM shall not withdraw, condition or modify or propose to withdraw, condition or modify in a manner adverse to ADP, the Recommendation, except as provided in Section 4.2(e). VCAM shall use its best efforts to solicit from stockholders of VCAM proxies in favor of the approval and adoption of this Agreement and to secure the vote or the consent of the stockholders required by the FBCA to approve and adopt this Agreement.
Sample 1
MEETINGS; FIDUCIARY DUTIES. Alliance shall, promptly after the date hereof, take all action necessary in accordance with the DGCL and its Certificate of Incorporation and By-laws to convene a meeting of its Board of Directors on or prior to January 31, 1996 and a meeting of Alliance's stockholders at a time mutually agreed to by Alliance and Metromedia to, among other things, consider and vote upon this Agreement (the "Alliance Stockholders' Meeting"), and Alliance shall consult with Metromedia in connection therewith. In the event of approval of this Agreement and the transactions contemplated hereby by the Board of Directors of Alliance, the Board of Directors of Alliance shall recommend that Alliance's stockholders vote in favor of the approval and adoption of this Agreement (the "Recommendation"), and the Board of Directors of Alliance shall not withdraw or modify or propose to withdraw or modify in a manner adverse to Metromedia, the Recommendation, unless the Board of Directors of Alliance concludes in good faith following receipt of a written opinion addressed to Alliance from outside counsel to Alliance that such action is reasonably necessary for the Board of Directors of Alliance to comply with its fiduciary obligations to stockholders under applicable law. Alliance shall use its best efforts to solicit from stockholders of Alliance proxies in favor of the approval and adoption of this Agreement and to secure the vote or the consent of the stockholders required by the DGCL to approve and adopt this Agreement.
Sample 1

Related to MEETINGS; FIDUCIARY DUTIES

  • No Fiduciary Duties The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions contemplated by this Agreement.

  • Replacement of Fiduciary Duties Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the General Partner or any other Indemnitee would have duties (including fiduciary duties) to the Partnership, to another Partner, to any Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties expressly set forth herein. The elimination of duties (including fiduciary duties) and replacement thereof with the duties expressly set forth herein are approved by the Partnership, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement.

  • Waiver of Fiduciary Duties To the maximum extent permitted by law, each Member absolutely and irrevocably waives any and all claims, actions, causes of action, loss, damage and expense including any and all attorneys’ fees and other costs of enforcement arising out of or in connection with any breach or alleged breach of any fiduciary duty by any other Member or the Manager or any of their Affiliates in the nature of actions taken or omitted by any such other Persons, which actions or omissions would otherwise constitute the breach of any fiduciary duty owed to the Members (or any of them). It is the express intent of the Members that each Member and the Manager and each and all of their Affiliates shall be and hereby are relieved of any and all fiduciary duties which might otherwise arise out of or in connection with this Agreement to the Members or any of them.

  • Fiduciary Duties Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

  • Not an Adviser; No Fiduciary Duty The Investment Manager acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. The Investment Manager hereby acknowledges that your engagement under this Agreement is as an independent contractor and not in any other capacity, including as a fiduciary. Furthermore, the Investment Manager agrees that it is solely responsible for making its own judgment in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Investment Manager on related or other matters).

  • Other Rights; Fiduciary Duties The Series A Preferred Units and the Series A Holders shall not have any designations, preferences, rights, powers or duties, other than as set forth in this Agreement or as provided by applicable law. Notwithstanding anything to the contrary in this Agreement or any duty existing at law, in equity or otherwise, to the fullest extent permitted by applicable law, neither the General Partner nor any other Indemnitee shall owe any duties or have any liabilities to Series A Holders, other than the implied contractual covenant of good faith and fair dealing.

  • Duties and Responsibilities of Manager During the Term of this Agreement, subject to the provisions of Section 3.1, Manager shall provide, in exchange for the Management Fee described herein, all such services as are necessary and appropriate for the day-to-day administration and management of Provider’s business in a manner consistent with good business practice, including, without limitation, those services set forth in this Article 2.

  • No Fiduciary Duty The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

  • Fiduciary Responsibilities No Stockholder executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officer. Without limiting the generality of the foregoing, each Stockholder signs solely in his, her or its capacity as the record and/or beneficial owner, as applicable, of such Stockholder's Subject Shares and nothing herein shall limit or affect any actions taken by such Stockholder (or a designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company's or the Company's Board of Directors' rights in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.

  • Plan Administrator Duties The Plan Administrator shall administer this Agreement according to its express terms and shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with this Agreement to the extent the exercise of such discretion and authority does not conflict with Code Section 409A.

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