Permitted Action. Notwithstanding the provisions of Section 5.1, nothing herein shall prohibit or restrict any Seller Party or its Affiliates from making any disclosure pursuant to Section 13(d) of the Exchange Act that such Seller Party or such Affiliate reasonably believes, based on the advice of independent legal counsel, is required in connection with any action taken by such Seller Party or such Affiliate that is not inconsistent with this Stockholders’ Agreement.
Permitted Action. Notwithstanding the provisions of Section 5.1, nothing herein shall prohibit or restrict Borse Dubai or its Affiliates from making any disclosure pursuant to Section 13(d) of the Exchange Act that Borse Dubai or such Affiliate reasonably believes, based on the advice of independent legal counsel, is required in connection with any action taken by Borse Dubai or such Affiliate that is not inconsistent with this Nasdaq Stockholders’ Agreement.
Permitted Action. Notwithstanding the provisions of Section 5.1, nothing herein shall prohibit or restrict Investor AB or its Affiliates from making any disclosure pursuant to Section 13(d) of the Exchange Act that Investor AB or such Affiliate reasonably believes, based on the advice of independent legal counsel, is required in connection with any action taken by Investor AB or such Affiliate that is not inconsistent with this Nasdaq Stockholders’ Agreement.
Permitted Action. Notwithstanding the provisions of Section 3.1, nothing herein shall prohibit or restrict any activities of a Holder in connection with: (i) exercising any of its rights under this Agreement, (ii) privately communicating with Company management, the chairman of the Board or the lead independent director of the Board in its capacity as a stockholder of the Company (including by providing its views privately to Company management, the chairman of the Board or the lead independent director of the Board on any matter); provided, that such actions are not intended to and would not reasonably be expected to require public disclosure of such actions, (iii) exercising any voting, dividend or liquidation rights attached to any securities that it may own in accordance with its corporate governance policies and proxy voting guidelines, (iv) disclosing its voting intentions in accordance with normal practices, (v) making any disclosure pursuant to Section 13(d) of the Exchange Act that such Holder or such Affiliate reasonably believes, based on the advice of independent legal counsel, is required in connection with any action taken by such Holder or such Affiliate that is not inconsistent with this Agreement or (vi) complying with applicable laws. Nothing contained in Section 3.1 shall in any way restrict or prohibit any actions taken by any Stockholder Nominee acting solely in his or her capacity as a Director consistent with his or her fiduciary duties as a Director, including communicating with, participating in, or otherwise seeking to affect the outcome of, discussions and votes of the Board (or any committee thereof) with respect to any matters coming before it, or otherwise deemed to be subject to Section 3.1 with respect to such person’s activities in his or her capacity as a Director; provided, that such action does not include any public announcement or disclosure by the Stockholder Nominee.
Permitted Action. Subject to Section 6.3 and Section 7 hereof, the Collateral Agent may, from time to time after the occurrence of any Default with respect to Section 9.01(f) or (g) of the Credit Agreement or an Event of Default, in its sole discretion and without notice to the Pledgor:
(a) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the Lien and security interest hereunder;
(b) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amounts due or to become due thereunder;
(c) enforce collection of any of the Collateral by suit or otherwise;
(d) surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; and
(e) take control of any proceeds of the Collateral.
Permitted Action. Subject to Section 6.3 and Section 7 hereof and the terms of the SIG Pledge Agreement and the Intercreditor Agreement, the Collateral Agent may, from time to time after the occurrence of any Default with respect to Section 9.01(f) of the Credit Agreement or an Event of Default, in its sole discretion and without notice to the Pledgor:
(a) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the Lien and security interest hereunder;
(b) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amounts due or to become due thereunder;
(c) enforce collection of any of the Collateral by suit or otherwise;
(d) surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; and
(e) take control of any proceeds of the Collateral.
Permitted Action. 6 SECTION 6.2 ........................................................ 6 SECTION 6.3
Permitted Action. Any Secured Party may, without instruction from the Collateral Agent, but in no event shall be required to, take action permitted by applicable law or in accordance with the terms of this Agreement or any other Secured Document to preserve (but not enforce or possess) its rights and Liens in any item of Collateral securing the payment and performance of the Liabilities, including but not limited to curing any default or alleged default under any contract entered into by any Borrower or any Debtor, paying any tax, fee or expense on behalf of any Borrower or any Debtor, exercising any offset or recoupment rights and paying insurance premiums on behalf of any Borrower or any Debtor, so long as such action shall not impair the rights of the Collateral Agent or of any Secured Party or otherwise be contrary to the terms of this Agreement.
Permitted Action. Any Secured Party may, without instruction from the Collateral Agent, but in no event shall be required to, take action permitted by applicable law or in accordance with the terms of this Agreement or any other Secured Document to preserve (but not enforce or possess) its rights and Liens in the Collateral securing the payment and performance of the Liabilities, including but not limited to curing any default or alleged default under any contract entered into by any Borrower, paying any tax, fee or expense on behalf of any Borrower, exercising any offset or recoupment rights and paying insurance premiums on behalf of any Borrower, so long as such action shall not impair the rights of the Collateral Agent or of any Secured Party or otherwise be contrary to the terms of this Agreement.
Permitted Action. 16 5.3. Access.................................................................... 16 5.4. Consummation.............................................................. 16 5.5. Termination of Consulting Agreements...................................... 16
