Obligation to Support Purposes of this Agreement Sample Clauses

Obligation to Support Purposes of this Agreement. Without limiting Section 6.4, each Company Security Holder shall vote (or, if applicable, consent in writing with respect to) all of its voting Company Securities (to the extent entitled to vote or consent with respect to the relevant matter), and each Company Security Holder and the Company shall take all necessary and desirable actions within its control as may be reasonably requested in order to effect the provisions of this Agreement, including the provisions relating to the nomination, designation, election, removal, or replacement of Managers. The parties hereto understand and agree that monetary damages would not adequately compensate an injured party for the breach of this Section 6 by any party, that this Section 6 shall be specifically enforceable, and that any breach or threatened breach of this Section 6 shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.
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Obligation to Support Purposes of this Agreement. Without limiting Section 2(a)(ii) and 2(a)(vi), each Company Security Holder shall vote (or, if applicable, consent in writing with respect to) all of its Common Stock or other voting securities (to the extent entitled to vote or consent with respect to the relevant matter), and each Company Security Holder and the Company shall take all necessary and desirable actions within its control, including causing any director it has nominated or designated pursuant to Section 2(a)(ii) and 2(a)(vi) above to take such actions, as may be requested in order to effect the provisions of this Agreement, including the provisions relating to the nomination, designation, election, removal, or replacement of directors and including the obligation to vote in favor of any prospective director designated or nominated in accordance with this Section 2 and to ensure the continuing Board composition contemplated hereby. Without limiting Section 2(a)(ii) and 2(a)(vi), each Company Security Holder shall cause all of the Common Stock or other Company Securities entitled to vote for the election of directors beneficially owned by it to be present for quorum purposes at each annual meeting of Company Security Holders and at any special meeting of the Company Security Holders at which directors are to be elected or removed or vacancies on the Board are to be filled, or in connection with any such action proposed to be taken by written consent. Without limiting Section 2(a)(ii) and 2(a)(vi), each Company Security Holder hereby grants an irrevocable Proxy coupled with an interest and power of attorney to the Company and its designee to take all necessary actions and execute and deliver all documents deemed necessary and appropriate by the Company or its designee to effectuate the nomination and election of any director pursuant to Section 2(a)(ii) and 2(a)(vi). The parties hereto understand and agree that monetary damages would not adequately compensate an injured party for the breach of this Section 2 by any party, that this Section 2 shall be specifically enforceable, and that any breach or threatened breach of this Section 2 shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.
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Related to Obligation to Support Purposes of this Agreement

  • TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT (a) This Agreement shall go into effect as to the Fund on the date set forth above and shall, unless terminated as hereinafter provided, continue in effect for a period of two years from the date of approval by shareholders of the Fund at a meeting called for the purpose of such approval. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act; (b) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the Trust, by the Manager, or by vote of a majority of the outstanding voting securities of a Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the Manager. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the Manager, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; and (c) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act. This Agreement will also terminate in the event that the Management Agreement is terminated.

  • No Consideration Absent Execution of this Agreement Employee understands and agrees that Employee would not receive the monies and/or benefits specified in paragraph “2” above, except for Employee’s execution of this Agreement and the fulfillment of the promises contained herein.

  • ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment or in the event that the Investment Management Agreement between the Manager and the Fund shall have terminated for any reason; and this Agreement shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Manager or the Portfolio Manager.

  • Authorization of this Agreement This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

  • Termination and Amendment of this Agreement This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment. This Agreement may be amended only if such amendment is approved (i) by Underwriter, (ii) either by action of the Board of Trustees of the Trust or at a meeting of the Shareholders of the Trust by the affirmative vote of a majority of the outstanding Shares, and (iii) by a majority of the Trustees of the Trust who are not interested persons of the Trust or of Underwriter by vote cast in person at a meeting called for the purpose of voting on such approval. Either the Trust or Underwriter may at any time terminate this Agreement on sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the other party.

  • Termination of this Agreement Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (x) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (y) any Initial Purchaser to the Company, or (z) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

  • Assignment of this Agreement (a) We may assign, transfer, sub-contract or sell our rights, benefits or obligations under this Agreement at any time to any of our Affiliates or to an unaffiliated third party and you consent to this without us having to notify you. (b) If we do so, or intend to do so, we may give information about you and the Account, including confidential information about you, the Account or this Agreement, to the relevant third party or Affiliate. (c) You may not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under this Agreement or any interest in this Agreement, without our prior written consent, and any purported assignment, charge or transfer in violation of this clause shall be void.

  • Severability of this Agreement If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

  • Application of this Agreement This Agreement applies to the Land and to the Development proposed in the Development Application, as may be modified.

  • Continuing Nature of this Agreement; Severability Subject to Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Second Priority Representatives or any Second Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Subsidiary constituting Senior Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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