Obligations to procure Sample Clauses

Obligations to procure. Unless otherwise expressly provided, the expression "procure" where used in the context of an Investor's Affiliates, means taking such steps to procure the relevant matter, including undertaking to exercise its voting rights and to use any and all other powers vested in it from time to time and, where used in the context of an Investor's Concert Parties, means only undertaking to exercise its voting rights and to use any and all other powers vested in it from time to time.
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Obligations to procure. Notwithstanding any other provisions in this Agreement and where under this Agreement a Shareholder undertakes to procure any action on the part of the Company, that Shareholder will be deemed to have complied with that undertaking if it had used its best efforts to procure such action including proposing and voting in favour of all relevant and necessary resolutions.
Obligations to procure. Unless otherwise expressly provided, the expression “procure” where used in the context of the Three UK JV Companies or the Vodafone UK JV Companies means the relevant party undertaking to exercise (or caused to be exercised) its voting rights (if any) in the relevant Three UK JV Company or Vodafone UK JV Company and to use any and all other powers vested in it from time to time as legal and/or beneficial owner of the shares in the relevant Three UK JV Companies or the Vodafone UK JV Companies.
Obligations to procure. Unless otherwise expressly provided, where any Party is obliged under this Deed to “procure” that any matter shall come into effect, that obligation is to be construed as requiring the Party concerned to exercise all rights and powers of control over the affairs of any other person which it is able to exercise (whether directly or indirectly, and whether as a shareholders, via the directors or representatives that it appoints (subject to their respective fiduciary duties), or otherwise) in order to secure the coming into effect of the relevant matter.
Obligations to procure. Unless otherwise expressly provided, an obligation on a Party to “procure” means exercising such Party’s voting rights and using any and all other powers vested in such Party from time to time as a shareholder of the Company, including by directing any director appointed to board of a Group Company by or at the direction of such Party, subject always to that director’s fiduciary duties and other legal obligations.
Obligations to procure. Unless otherwise expressly provided, the expression “procure” where used in the context of the Sellers, means undertaking to exercise the relevant Seller’s voting rights and to use any and all other powers vested in it from time to time as a shareholder in the Company and, in the case of a Management Seller who is a director of any Group Company, his voting rights A18786646/12.0a/20 Nov 2014 in his capacity as a director (subject to his fiduciary duties as a director) of the Group Company in question.

Related to Obligations to procure

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Exceptions to obligations The obligations on the parties under this clause 14 will not be taken to have been breached to the extent that Confidential Information is: (a) disclosed by a party to its Experts in order to comply with obligations, or to exer- cise rights, under this Agreement; (b) required by Law to be disclosed; or (c) in the public domain otherwise than due to a breach of this clause 14.

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • CONDITIONS TO THE OBLIGATIONS of Each Party at the Second Closing. The obligation of the Investor to deliver the Second Purchase Price Payment at the Second Closing and the obligations of the Company to issue, sell and deliver to the Investor the Second Closing Securities at the Second Closing are each subject to the fulfillment or waiver (to the extent, and only to the extent, permissible by applicable Law) by both the Investor and the Company on or before the Second Closing Date of each of the following conditions: (a) No Restraint shall be in effect enjoining, restraining, preventing or prohibiting consummation of the Second Closing. (b) All waiting periods (and any extensions thereof) applicable to the Transactions under the HSR Act and other applicable Antitrust Laws shall have been terminated or shall have expired. (c) Either (i) the FCC Approval shall have been received, (ii) the FCC shall have denied the FCC Approval and such denial shall have become Final (an “FCC Final Denial”) (it being understood, for the avoidance of doubt, that if there shall have been an FCC Final Denial, (x) the Investor shall have no obligation to deliver the Second Purchase Price Payment, and (y) the Company shall have no obligation to deliver the Second Closing Securities other than the Note (through release from the Escrow) (which, for the avoidance of doubt, shall be non-convertible), if not previously issued, sold and delivered (through release from the Escrow) in accordance with Section 2.3) or (iii) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions. (d) The FCC shall have either: (i) issued a public notice announcing that the Company did not submit any winning bids in the RDOF Auction; or (ii) issued a public notice announcing that it has authorized support for all winning bids submitted by Company in the RDOF Auction; provided, that either party may request that the other party waive this condition, which request shall only be denied if the non-requesting party reasonably believes that the occurrence of the Second Closing in connection with the satisfaction of the conditions set forth in Sections 7.1(c)(i) or 7.1(c)(iii) will result in the disqualification of Company from receiving support from the FCC through the RDOF Auction; provided, further, that the condition in this Section 7.1(d) shall not be required to be satisfied if there shall have been an FCC Final Denial. (e) The Initial Closing shall have occurred.

  • Obligations to the Company During his Employment, the Executive (i) shall devote his full business efforts and time to the Company, (ii) shall not engage in any other employment, consulting or other business activity that would create a conflict of interest with the Company, (iii) shall not assist any person or entity in competing with the Company or in preparing to compete with the Company and (iv) shall comply with the Company’s policies and rules, as they may be in effect from time to time.

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • Conditions to All Parties’ Obligations Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date:

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