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

  • Termination of this Agreement (a) The Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the discretion of the Representative, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Representative, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Representative, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company’s Common Stock shall have been suspended by the Commission or Nasdaq or trading in securities generally on the Nasdaq Stock Market, the NYSE or the NYSE MKT shall have been suspended, (iii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE American, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) a banking moratorium shall have been declared by federal or state authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States any declaration by the United States of a national emergency or war, any substantial change or development involving a prospective substantial change in United States or other international political, financial or economic conditions or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, or (vii) in the judgment of the Representative, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(a)(viii) and Section 7 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.

  • Application of this Agreement 2.1 All facilities made available by the Bank to any Person in respect of a Card or a Card Account are subject to the terms and conditions of this Agreement (as may be amended from time to time subject to prior notice) and any other applicable terms and conditions. A Person becomes subject to such terms and conditions (if not already so subject) by signing, activating or using a Card or permitting its use.

  • Terms of this Agreement The Parties acknowledge that this Agreement and all of the respective terms of this Agreement shall be treated as Confidential Information of both Parties.

  • Breach of this Agreement If the Executive commits a breach, or threatens to commit a breach, of any of the provisions of Sections 7, 8 or 9 of this Agreement, then the Company shall have the right and remedy to have those provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by the Executive that the rights and privileges of the Company granted in Sections 7, 8 and 9 are of a special, unique and extraordinary character and any such breach or threatened breach will cause great and irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company.

  • Application of this Revenue Sharing Agreement to Notes The terms of this Revenue Sharing Agreement shall apply to each Note as if the terms of this Revenue Sharing Agreement were fully set forth in each Note.

  • Registration of this Agreement (a) The Developer agrees to procure the registration of this agreement under the Real Property Xxx 0000 (NSW) in the relevant folios of the Register of the Land in accordance with section 7.6 of the Act.

  • Modification of this Agreement This Agreement may not be modified, nor may compliance with any of its terms be waived, except as noted in Section 11.1, “Notices to Parties,” regarding change in personnel or place, and except by written instrument executed and approved in the same manner as this Agreement. Contractor shall cooperate with Department to submit to the Director of CMD any amendment, modification, supplement or change order that would result in a cumulative increase of the original amount of this Agreement by more than 20% (CMD Contract Modification Form).

  • Execution of this Agreement This Agreement may be executed in multiple counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.

  • STATUS OF THIS AGREEMENT 4.1 This contract governs your engagement from time to time by the University as a casual worker. This is not an employment contract and does not confer any employment rights on you (other than those to which workers are entitled). In particular, it does not create any obligation on the University to provide work to you. By entering into this contract you confirm your understanding that the University makes no promise or guarantee of a minimum level of work to you and you will work on a flexible "as required" basis. It is the intention of both you and the University that there be no mutuality of obligation between the parties at any time when you are not performing an Assignment.

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