PRESERVATION OF BYLAWS Sample Clauses

PRESERVATION OF BYLAWS. The provisions of Sections 1(a) and 1(b) above are in consonance with the amendments to of the Bylaws of the Company as set forth in the minutes of a special meeting (Unanimous Written Consent) of the Board of Directors of the Company, attached hereto as Exhibit B, and incorporated herein by this reference (the "Resolutions"). If the directors or the shareholders of the Company further amend such Bylaws at any time during which the Pioneer Partnership shall own any Preferred Stock, Warrants or Common Stock obtained upon conversion of Preferred Stock or exercise of Warrants or there remains any amount outstanding under the Debenture, notice shall be given to the Pioneer Partnership, and upon the written demand therefor by the Pioneer Partnership, Advanced or the Principal Shareholders shall promptly call a special meeting of the Shareholders and the Company hereby agrees to pay all expenses in connection with such meeting, at the sole expense of the Company, and Advanced and the Principal Shareholders each agree that they shall vote all of their Common Shares, whether now owned or hereafter acquired, for the Bylaws to be restored to or retained, as the case may be, to the form as set forth in the Resolutions, in accordance with the Bylaws.
Sample 1
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PRESERVATION OF BYLAWS. The provisions of Sections 1(a) and 1(b) above are in consonance with the amendments to Section 2 of Article II of the Bylaws of the Company as set forth in the Unanimous Written Consent of the Board of Directors of NeuroCorp, Ltd., dated July 22, 1998, attached hereto as EXHIBIT B, respectively, and incorporated herein by this reference (the "RESOLUTIONS"). If the directors or the shareholders of the Company further amend Section 2 of Article II of the Bylaws at any time during which PVALP shall own any Preferred Stock or Common Stock, upon the written demand therefor by PVALP, each of the Principal Shareholders shall call a special meeting of the Shareholders at the sole expense of the Company and they each agree that they shall vote all of their Common Shares, whether now owned or hereafter acquired, for Section 2 of Article II of the Bylaws to be restored to or retained, as the case may be, to the form as set forth in the Resolutions, in accordance with Article VII of the Bylaws.
Sample 1
PRESERVATION OF BYLAWS. If the directors or the shareholders of the Company amend the Bylaws to permit more than nine (9) directors at any time while the Pioneer Partnership or its limited partners (in the event of a distribution of such securities to the limited partners) are a holder of 75,000 shares or more of the Common Stock, directly or through the possible conversion of the Preferred Stock, all on a fully diluted basis, notice shall be given to the Pioneer Partnership, thereafter, immediately upon the written demand therefor by the Pioneer Partnership, the Principal Shareholders shall call a special meeting of the Shareholders at the sole expense of the Company. The Principal Shareholders each agree that they shall vote all of their Common Shares, whether now owned or hereafter acquired, for the Bylaws to reduce the number of directors to no more than nine (9).
Sample 1

Related to PRESERVATION OF BYLAWS

  • Preservation of Organization The Sellers shall use their best efforts to preserve the business organization of the Company (including Subsidiaries) intact and to persuade all employees of the Company or Subsidiaries to remain in its employment after the Closing; provided that nothing herein contained shall be deemed to constitute an obligation of the Sellers, Purchaser or the Company to continue the employment of any such employee. The Sellers shall also use their best efforts to retain, preserve and maintain the business relations of the Company or the Subsidiaries with its suppliers, customers and others having business relationships with it.

  • Preservation of Existence The Collateral Custodian will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where failure to preserve and maintain such existence, rights, franchises, privileges and qualification could reasonably be expected to have a Material Adverse Effect.

  • Preservation of Company Existence The Servicer will preserve and maintain its company existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a limited liability company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Preservation of Business The Seller will keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.

  • Compliance with Laws and Preservation of Corporate Existence Such Seller Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Such Seller Party will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify could not reasonably be expected to have a Material Adverse Effect.

  • Preservation of Existence and Franchises Each Credit Party shall, and shall cause each of its Subsidiaries to, do all things necessary to preserve and keep in full force and effect its legal existence, rights, franchises and authority. Each Credit Party shall remain qualified and in good standing in each jurisdiction in which the failure to so qualify and be in good standing could have a Material Adverse Effect.

  • Preservation of Existence, Etc (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

  • Preservation of Corporate Existence The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

  • Preservation of Rights No delay or omission of the Lenders or the Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding the existence of a Default or the inability of the Borrower to satisfy the conditions precedent to such Loan shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.2, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders until the Obligations have been paid in full.

  • Preservation of Corporate Existence, Etc Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(b) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders.

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