NO OBLIGATION TO DISPOSE Sample Clauses

NO OBLIGATION TO DISPOSE. Seagate will not be obliged to dispose of any Voting Stock to the extent that the aggregate percentage of the Total Voting Power represented by shares of Voting Stock beneficially owned by Seagate or which Seagate has a right to acquire is increased beyond the Standstill Percentage: (i) as a result of a recapitalization of Newco or a repurchase or exchange of securities by Newco or any other action taken by Newco or its affiliates; (ii) as the result of any acquisition of Voting Stock made during the period when Seagate's "standstill" obligations are suspended pursuant to Section 4.2(a); (iii) by way of stock dividend or other distribution or rights or offerings made available to holders of shares of Voting Stock generally; (iv) with the consent of a simple majority of the [members of Newco's Board of Directors that have not been designated by Seagate; or (v) as part of a transaction on behalf of Seagate's Profit Sharing Retirement Plan, 401(k) Savings Plan, or any successor or additional retirement plans thereto (collectively, the "RETIREMENT PLANS") where Newco shares in such Retirement Plans are voted by a trustee for the benefit of Seagate employees or, for those Retirement Plans where Seagate controls voting, where Seagate agrees that any shares of Voting Stock in such Retirement Plans will be subject to the Voting Provisions of Section 3 hereof.
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NO OBLIGATION TO DISPOSE. SCO will not be obliged to dispose of any Voting Stock to the extent that the aggregate percentage of the Total Voting Power represented by shares of Voting Stock beneficially owned by SCO or which SCO has a right to acquire is increased beyond the Standstill Percentage: (i) as a result of a recapitalization of Newco or a repurchase or exchange of securities by Newco or any other action taken by Newco or its affiliates; (ii) as the result of any acquisition of Voting Stock made during the period when SCO's "standstill" obligations are suspended pursuant to Section 4.2(a); (iii) by way of stock dividend or other distribution or rights or offerings made available to holders of shares of Voting Stock generally; or (iv) with the consent of a simple majority of the members of Newco's Board of Directors that have not been designated by SCO.
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Related to NO OBLIGATION TO DISPOSE

  • No obligation to monitor No Finance Party is bound to monitor or verify the utilisation of the Facility.

  • No Obligation to Mitigate Executive shall not be required to seek other employment or otherwise to mitigate Executive's damages upon any termination of employment; provided, however, that, to the extent Executive receives from a subsequent employer health or other insurance benefits that are substantially similar to the benefits referred to in Section 5(b) hereof, any such benefits to be provided by the Company to Executive following the Term shall be correspondingly reduced.

  • No Obligation to Register The Company shall be under no obligation to register the Restricted Shares pursuant to the Securities Act or any other federal or state securities laws.

  • No Obligation to Pursue Others Bank has no obligation to attempt to satisfy the Obligations by collecting them from any other person liable for them and Bank may release, modify or waive any collateral provided by any other Person to secure any of the Obligations, all without affecting Bank’s rights against Borrower. Borrower waives any right it may have to require Bank to pursue any other Person for any of the Obligations.

  • No Obligation to Employ Nothing in the Plan or this Agreement shall confer on the Participant any right to continue in the employ of, or other relationship with, the Company or any Parent, Subsidiary or Affiliate or limit in any way the right of the Company or any Parent, Subsidiary or Affiliate to terminate the Participant’s employment or service relationship at any time, with or without cause.

  • No Obligation to Act The Agent shall not be obligated to do any of the acts or to exercise any of the powers authorized by Section 10.1 herein, but if the Agent elects to do any such act or to exercise any of such powers, it shall not be accountable for more than it actually receives as a result of such exercise of power, and shall not be responsible to the Borrower for any act or omission to act except for any act or omission to act as to which there is a final determination made in a judicial proceeding (in which proceeding the Agent has had an opportunity to be heard) which determination includes a specific finding that the subject act or omission to act had been grossly negligent or in actual bad faith.

  • NO OBLIGATION TO MAINTAIN RELATIONSHIP The Company is not by the Plan or this Option obligated to continue the Participant as an employee, director or consultant of the Company or an Affiliate. The Participant acknowledges: (i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the grant of the Option is a one-time benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (iii) that all determinations with respect to any such future grants, including, but not limited to, the times when options shall be granted, the number of shares subject to each option, the option price, and the time or times when each option shall be exercisable, will be at the sole discretion of the Company; (iv) that the Participant’s participation in the Plan is voluntary; (v) that the value of the Option is an extraordinary item of compensation which is outside the scope of the Participant’s employment contract, if any; and (vi) that the Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

  • No Obligations This Contract does not create any express or implied obligation that the City: i) reserve or create water or wastewater treatment capacity; ii) approve a permit or connection, which shall be granted only upon compliance with all requirements of law, including City Requirements; iii) offer utility services to any user within the Project; iv) provide a particular quantity. quality, or pressure for the water serving the Project; v) waive or not charge fees that are otherwise applicable pursuant to City Requirements; or vi) approve annexation of the Property or a particular zoning of the Property.

  • Exception to Obligations Neither Party's obligations under this Section shall apply to the extent the infringement is caused by: (i) modification of the facilities or equipment (including software) by the indemnitee; (ii) use by the indemnitee of the facilities or equipment (including software) in combination with equipment or facilities (including software) not provided or authorized by the indemnitor, provided the facilities or equipment (including software) would not be infringing if used alone; (iii) conformance to specifications of the indemnitee which would necessarily result in infringement; or (iv) continued use by the indemnitee of the affected facilities or equipment (including software) after being placed on notice to discontinue use as set forth herein.

  • No Obligation to Mitigate Damages Employee shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Employee as a result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise, except to the extent provided in Section 3 above.

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