of the Articles Sample Clauses

of the Articles. Each Shareholder agrees that this Agreement constitutes such Shareholder’s “proposal to effect” the Transactions within the meaning of Article 6.2.1

of the Articles. Pending appointment at a general meeting to be convened pursuant to this Clause 4.4, any Investor nominee under this Nomination Agreement shall be entitled to attend all Board meetings and shall receive any such information, at the same time, as received by Board members.

of the Articles. In the event such amendment is approved by the shareholders of the Corporation, the second and third sentences of Section 9(b) above shall deemed to be amended to eliminate the requirement for a Non-Converting Holder to deliver the representations and undertakings specified in Article IX(A)(7) of the Articles.

of the Articles. No Shareholder shall take any action to in any way interfere with, delay or frustrate the exercise of the drag-along rights set forth in Article 6 of the Articles with respect to the Transactions.

of the Articles. Vendors shall use their reasonable endeavours to ensure that any confidentiality agreement entered into by Penn, any member of the Penn Group or any shareholder of Penn does not operate to prevent the full name and address of any Third Party Purchaser being disclosed to the Purchaser in accordance with paragraphs 3.2 and 7.2. 14 In this Schedule, unless the context otherwise requires: 91

of the Articles. This waiver shall be irrevocable. This waiver shall not constitute a waiver of compliance with any other provisions of the Articles or the Purchase Agreement. The Investor agrees that prior to transferring any Series A Preferred Shares, it will obtain from the prospective transferee on behalf of the Company a waiver of past and future compliance with Section 3.3.5 (a) (i) of the Articles that is identical in substance to the waiver set forth herein and an agreement to be bound by all of the terms and conditions of this Agreement. Without limiting the generality of the foregoing, (a) with respect to Section 3.3.5(a)(i) of the Articles and only Section 3.3.5(a)(i), the Investor consents, and any subsequent transferee of Series A Preferred Shares will be deemed to have consented, to the issuance of any preferred securities and the incurrence of any indebtedness by the Company, the Operating Partnership or any other subsidiaries on any date after the date hereof, notwithstanding the fact that, immediately following such issuance and after giving effect to such issuance and the application of the net proceeds therefrom, such entity could not be reasonably expected to satisfy the ratio set forth in Section 3.3.5 (a) (i) for the fiscal quarter immediately preceding such issuance; PROVIDED, however, that this consent shall not in any way be construed to be a consent by the Investor or any subsequent transferee of Series A Preferred Shares to the issuance of any preferred securities or the incurrence of any indebtedness which would not be in compliance with Section 3.3.5(a)(ii) of the Articles or any other provisions or covenants contained in the Articles or this Agreement other than Section 3.3.5(a)(i); and (b) the Investor hereby waives, and any subsequent transferee of Series A Preferred Shares will be deemed to have waived, any right that it may hereafter have under Section 3.3.5(b) of the Articles to require that the Company repurchase any or all of its Series A Preferred Shares to the extent such repurchase right shall arise from the failure of the Company to satisfy the ratio set forth in Section 3.3.5 (a) (i) for any quarter; PROVIDED, however, that this waiver shall not in any way be construed to be a waiver by the Investor or any subsequent transferee of Series A Preferred Shares of any rights that it may have under Section 3.3.5(b) of the Articles relating to the covenant contained Section 3.3.5(a)(ii) or any other provisions or covenants contained in th...

of the Articles. The certificates representing the Concurrent Shares will be legended to reflect the restrictions of this Section 7.1, and any purported Transfer of Concurrent Shares in violation of this Section 7.1 shall be void and shall have no force or effect.

of the Articles. Extraordinary General Meetings are convened by the Chairman of the Board of Directors, the Executive Manager or by any person or persons entitled to request an Extraordinary General Meeting pursuant to this Clause 9.4.

of the Articles the defaulting party (as such term is defined in Article 47.11) must indemnify it on demand against:‌

of the Articles. Notwithstanding the foregoing provisions of this clause 2.1, in the event that the Board determines prior to the Closing Date that (i) the Company will qualify as a “foreign private issuer” as defined in Rule 3b-4(c) promulgated under the U.S. Securities Exchange Act (such status, “FPI Status”) and will maintain FPI Status on an ongoing basis following the Closing Date through the end of the Initial Chairman Term, and (ii) the Directors may be appointed by the General Meeting for a term that expires at the end of the annual General Meeting of Shareholders occurring in 2015 (or in 2016 in the case of the Group Chairman and the Group CEO) and Directors are not otherwise required by applicable law, regulation or stock exchange listing standards to be elected at each annual General Meeting, then the Directors shall be appointed on or prior to the Closing Date by the General Meeting for a term ending at the end of the annual General Meeting of Shareholders occurring in 2015, except that the Group Chairman and the Group CEO shall each initially be appointed on or prior to the Closing Date for a term ending at the end of the annual General Meeting of Shareholders occurring in 2016.