Member as Agent Sample Clauses

Member as Agent. To the extent of its powers set forth in this Agreement, the Member is an agent of the Company for the purpose of the Business, and the actions of the Member taken in accordance with such powers set forth in this Agreement shall bind the Company.
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Member as Agent. Each Stockholder and each person to whom such Stockholder Transfers Common Stock in a manner that does not violate this Agreement that owns at least 1% of the issued and outstanding Common Stock (the "Minimum Threshold") shall continue to enjoy the benefit of the registration rights granted pursuant to this Section 7 notwithstanding any Transfer of Common Stock pursuant to the provisions of this Agreement; provided, however, that (a) Common Stock owned by wholly owned or commonly managed affiliates of a person shall be deemed to be owned by such person, and shares owned by Xxxxx Xxxxx shall be deemed to be owned by Highbridge Capital Management, LLC, for purposes of determining if the Minimum Threshold is satisfied, (b) if the Minimum Threshold is not satisfied with respect to an Original Investor solely as a result of any underwriter's cutback pursuant to Section 7.2(b) hereof, the Minimum Threshold shall be deemed satisfied with respect to such Original Investor and (c) each of Apollo, Silver Point and NRDC shall act as agent for any person who receives IPO Interests, directly or indirectly, from such Stockholder in the exercise and administration of such registration rights.
Sample 1

Related to Member as Agent

  • Directors as Agents To the extent of their powers set forth in this Agreement and subject to Section 9(j), the Directors are agents of the Company for the purpose of the Company’s business, and the actions of the Directors taken in accordance with such powers set forth in this Agreement shall bind the Company. Notwithstanding the last sentence of Section 18-402 of the Act, except as provided in this Agreement or in a resolution of the Directors, a Director may not bind the Company.

  • Officers as Agents The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and, subject to Section 9(j), the actions of the Officers taken in accordance with such powers shall bind the Company.

  • Appointment as Agent 1.1 The Fund hereby appoints DSC Shareholder Services Agent for the Series to provide as agent for the Fund services as Transfer Agent, Dividend Disbursing Agent and Shareholder Servicing Agent and DSC hereby accepts such appointment and agrees to provide the Fund, as its agent, the services described herein.

  • Appointment of Financial Institution as Agent for the Company The Company may appoint a financial institution (which may be the Collateral Agent) to act as its agent in performing its obligations and in accepting and enforcing performance of the obligations of the Purchase Contract Agent and the Holders, under this Agreement and the Purchase Contracts, by giving notice of such appointment in the manner provided in Section 1.05 hereof. Any such appointment shall not relieve the Company in any way from its obligations hereunder.

  • By the Company Other than for Cause The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive.

  • Termination by the Company Other than for Cause (1) The foregoing notwithstanding, the Company may terminate the Executive's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on Cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Executive shall continue to perform the Executive's duties pursuant to this Agreement, and the Company shall continue to compensate the Executive in accordance with this Agreement. The Executive will receive, at the Executive's option, either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term of this Agreement from and after the date of any such termination, the Company shall on the last day of each calendar month pay to the Executive such "Compensation and Benefits," which shall be an amount equal to (Y) One Hundred percent (100%) of the Executive's compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Executive Benefits (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided, however, that if (A) there is a decrease in the Executive's Compensation and Benefits of more than five (5%) percent prior to termination for any reason other than for "Cause", and (B) the Executive is terminated without cause, the Compensation and Benefits shall be as existed immediately prior to such a decrease. The Executive will be entitled to continued Compensation and Benefits coverage and credits as provided in Section 5 or to reimbursement for the cost of providing the Executive with comparable benefit coverage during the term in which the Executive is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will be offset by comparable coverage provided to the Executive in connection with subsequent employment.

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