Obligations of the Non-GKH Holders Sample Clauses

Obligations of the Non-GKH Holders. In the event that GKH desires to exercise its right pursuant to Section 2.3(a), GKH shall deliver to the Company and the Non-GKH Holders notice setting forth the consideration per share of Stock to be paid by such Bona Fide Purchaser and the other terms and conditions of such Disposition. Within 25 days following the date of such notice, each of the Non-GKH Holders shall deliver to GKH (i) a stock certificate or stock certificates evidencing such Non-GKH Holder's Stock together with an appropriate instrument of assignment duly executed in a proper form to effect the Disposition of such Stock from such Non-GKH Holder to the Bona Fide Purchaser on the books and records of the Company and (ii) a limited power-of-attorney authorizing GKH to effect the Disposition of such Stock pursuant to the terms of such Bona Fide Purchaser's offer as such terms may be modified by GKH, provided, that all of such Non-GKH Holder's Stock is disposed of for the same consideration per share of Stock and otherwise on the same terms and conditions upon which GKH effects the Disposition of its Stock. In the event that any Non-GKH Holder shall fail to deliver such documentation to GKH, the Company shall (A) cause a notation to be made on its books and records to reflect that the Stock of such Non-GKH Holder is bound by the provisions of this Section 2.3 and that the Disposition of such Stock may be effected without the such Non-GKH Holder's consent or surrender of its Stock and (B) hold back the proceeds of the Disposition of any such Non-GKH Holder's Stock in a non- interest bearing account pending compliance by such Non-GKH Holder with its obligations under this Section 2.3(b). In addition, in the event GKH exercises its rights under Section 2.3(a), the Non-GKH Holders shall be required to make to the relevant Bona Fide Purchaser such unqualified representations and warranties with respect to their Stock as are set forth in Section 2.5(b) hereof.
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Related to Obligations of the Non-GKH Holders

  • Obligations of the Holders In connection with the registration of the Registrable Securities, the Holders shall have the following obligations:

  • Obligations of the Holder a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify Holder in writing of the information the Company requires from Holder. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Holder that Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement.

  • Obligations of Holders It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 9 hereof that each of the selling Holders shall:

  • Obligations of the Employee Except on behalf of the Employer, the Employee agrees (a) to hold Company Information in strictest confidence, and (b) not to use, duplicate, reproduce, distribute, disclose or otherwise disseminate Company Information or any physical embodiments thereof and may in no event take any action causing or fail to take any action necessary in order to prevent any Company Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret. In the event that the Employee is required by law to disclose any Company Information, the Employee will not make such disclosure unless (and then only to the extent that) such disclosure is required by law and then only after prior written notice is given to the Employer when the Employee becomes aware that such disclosure has been requested and is required by law. This Section 5 will survive the termination of this Agreement with respect to Confidential Information for so long as it remains Confidential Information, but for no longer than three (3) years following termination of this Agreement, and this Section 5 will survive termination of this Agreement with respect to Trade Secrets for so long as is permitted by the then-current Maryland Trade Secrets Act.

  • Obligations of the Manager a. The Manager shall provide (or cause the Fund’s custodian to provide) information to the Subadviser in a timely manner regarding such matters as the composition of assets in the Portfolio, cash requirements and cash available for investment in the Portfolio, and all other information as may be reasonably necessary for the Subadviser to perform its responsibilities hereunder.

  • Obligations of the Corporation Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible:

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

  • Obligations of the Company Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

  • Obligations of the Corporation Upon Termination The following provisions describe the obligations of the Corporation to the Executive under this Agreement upon termination of his employment. However, except as explicitly provided in this Agreement, nothing in this Agreement shall limit or otherwise adversely affect any rights which the Executive may have under applicable law, under any other agreement with the Corporation or any of its subsidiaries, or under any compensation or benefit plan, program, policy or practice of the Corporation or any of its subsidiaries.

  • OBLIGATIONS OF THE BUYER a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock.

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