Protective Rights. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Hxxxxx as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
Protective Rights. (a) The Company shall not, without the prior written consent of the holder or holders of Notes representing at least sixty-seven percent (67%) in aggregate principal amount of the outstanding Notes:
(i) pay or declare any dividend on any other type or class of securities, other than a dividend payable in common stock or rights under the Rights Plan and solely paid-in-kind dividends to the holders of the Series E Preferred Stock;
(ii) repurchase or redeem any shares of capital stock of the Company;
(iii) authorize (i) a sale of any material asset of a value in excess of $1,000,000 of the Company or any subsidiary or subsidiaries of the Company (other than sales of stores owned by the Company or its subsidiaries), (ii) a sale of any substantial portion of the assets of the Company or any subsidiary or subsidiaries (other than sales of stores owned by the Company or its subsidiaries), or (iii) a recapitalization or reorganization of the Company or any subsidiary or subsidiaries of the Company (other than stock splits, combinations and/or dividends;
(iv) take any action that results in the Company or any subsidiary or subsidiaries of the Company incurring or assuming more than $1,000,000 of funded indebtedness (other than (w) the $140,000,000 Senior Secured Increasing Rate Notes due 2003 (which have been previously approved by the requisite holders of the Series F Preferred Stock), (x) the $35,000,000 Secured Increasing Rate Note issued on June 19, 2001, (y) borrowings of up to $7,500,000 for a revolving line of credit and (z) up to $4,700,000 of indebtedness outstanding as of June 15, 2001);
(v) effect any of the following: (i) a consolidation or merger of the Company with or into any other corporation (other than a merger in which the Company is the surviving corporation and which will not result in more than 50% of the capital stock of the Company being owned of record or beneficially by persons other than the holders of such capital stock immediately prior to such merger), except as contemplated by the Purchase Agreements, (ii) sell or otherwise dispose of all or substantially all of the properties and assets of the Company as an entirety to any other person or persons in a single transaction or series of related transactions, except as contemplated by the Purchase Agreements, or (iii) an acquisition of "beneficial ownership" by any "person" or "group" of voting stock of the Company representing more than 50% of the voting power of all outstanding shares o...
Protective Rights. For three (3) years from the date of this Agreement, if the Company contemplates the issuance of shares (whether ordinary or preferred) or securities giving access to the share capital of the Company with cancellation of shareholders’ preferential subscription right (avec suppression du droit préférentiel de souscription des actionnaires) or reserved to the beneficiary(ies) of such issuance (including issuances made pursuant to Article L.225-147 of the French Commercial Code in the context of a contribution in kind) (a “Dilutive Action”), the Company shall (i) provide Purchaser with no less than seven (7) Business Days’ prior written notice in advance of the opening of the subscription period of such issuance and (ii) assuming valid delegations from the Company’s general meeting of shareholders are in force, it being agreed that the Company shall use its best efforts to ensure that such valid delegations are in force at all times, in order to allow Purchaser to maintain the same percentage in the share capital of the Company (on a non-diluted basis) immediately before and immediately after such Dilutive Action, the Company shall, at the option of Purchaser, upon notice to the Company no more than seven (7) Business Days following the consummation of any such Dilutive Action proceed with an issuance reserved to Purchaser, allowing Purchaser to subscribe for such number of shares or securities so as to allow Purchaser to maintain its percentage in the share capital as in effect prior to giving effect to the Dilutive Action, at the same price and/or conditions, as those offered to the beneficiary(ies) of the Dilutive Action.
Protective Rights. Notwithstanding any provision of Section 4 of the Amended Certificate, the Series F Holders hereby waive any objection or restriction which might be imposed thereunder in connection with (a) the purchase by the Company of substantially all of the assets of Einstein/Noah Bagel Corp.; (b) the sale of the Senior Notes, including the granting of liens on substantially all of the assets of the Company and its subsidiaries and including the creation of a revolving line of credit contemplated by the indenture under which the Senior Notes are to be sold, and the Refinancing Senior Notes (provided that the terms of such Refinancing Senior Notes are consistent with the terms hereof), (c) the use of the 7.25% subordinated convertible debentures due June 2004 of Einstein/Noah Bagel Corp. as security for a $35 million Asset Based Loan to a subsidiary of the Company, the proceeds of which are to be used in connection with the acquisition of substantially all of the assets of Einstein/Noah Bagel Corp. and (d) the issuance of the preferred stock (the "Contingent Preferred Stock"), if any, upon the election of the holders of Newco Notes (as defined in the Company's Offering Circular dated as of June 15, 2001), provided that the preferred stock is issued under substantially the same terms as described in such Offering Circular.
Protective Rights. 1. The Supplier is liable for claims which result in the event of the contractual use of the delivery items from the violation of property rights and property rights registrations (property rights) of third parties insofar as the Supplier is responsible for the infringement.
2. The Supplier exempts the Customer and the Customer’s buyers from all claims from the use of such property rights insofar as the Customer is liable pursuant to Clause XVII.1.
3. The contracting parties undertake to inform each other without delay of risks of infringements of which they become aware and to give each other the opportunity to counteract corresponding claims.
Protective Rights. If, after the closing date of Intel's ----------------- investment in the Company, the Company grants to any purchaser of the Company's Preferred Stock terms more favorable than the terms under which Intel has made its investment (including, but not limited to, liquidation preference provisions, price-based anti-dilution protection, superior voting rights and superior registration rights), then the Company shall take such action as may be necessary to grant Intel such equivalent rights. This Section 7 shall terminate and have no further force or effect after such time following July 1, 1998 as the Company shall have sold shares of its Preferred Stock having a value, in the aggregate (including all Shares sold under the Purchase Agreement), of $14 million.
Protective Rights. 6.1.1 During the period in which the Investors hold equity interests in the Target Company, resolutions in respect of the following matters of major importance to the Target Company shall require approval by more than three-fourths (3/4) of the directors before the same is submitted to the Shareholders’ meeting for resolution:
(1) any amendment to the articles of association of the Target Company;
(2) any increase or decrease in the registered capital of the Target Company; and
(3) any merger, split-off, dissolution and/or change of corporate form of the Target Company.
6.1.2 During the period in which the Investors hold equity interests in the Target Company, resolutions in respect of the following matters material to the Target Company shall be adopted by affirmative votes of not less than three-fourths (3/4) of the directors of the Target Company before implementation (if such matters shall be submitted to the Shareholders’ meeting for resolution as required by relevant Laws and Regulations or the articles of association of the Target Company, such matters shall be submitted to the Shareholders’ meeting for resolution and approval before implementation, and the following matters shall not be directly submitted to the Shareholders’ meeting for resolution without resolution and approval by the Board of Directors):
(1) any merger, split-off, dissolution and liquidation of the Target Company, or the Target Company applying for its bankruptcy and restructuring, and/or any decision on change of corporate form of the Target Company;
(2) termination of the Main Business of the Target Company or any change to its current Main Business;
(3) any equity financing plan of the Target Companies, or any increase, decrease or cancellation of any authorized share capital, issued shares or registered capital of the Target Companies, or any issuance, distribution, purchase or redemption of any shares/equity interests or convertible securities, or any share warrants, or issuance of options or any other matters that may result in the future issuance of new shares or the dilution of the ownership percentage of the Investors in the Target Company;
(4) any related-party transaction beyond the annual budget between the Target Company and any of its affiliate whose financial statement is not included in a consolidated statement of the Target Company, in excess of XXX 000 million for a single transaction or RMB 200 million in aggregate within one (1) year;
(5) any borrowing or any...
Protective Rights. For goods supplied that the Seller manufacturers according to instructions made available by the Buyer or under contract from the Buyer where the Buyer confirms the fabrication documenta- tion, the Buyer provides exclusive guarantee that through the manufacture of the goods supplied no protective rights of any kind or trade secrets of third parties are infringed. If any protective rights of third parties are then claimed, the Supplier is not obliged to check the correctness of the claim, but is entitled under exclusion of all damage liability claims from the Buyer to stop production of the goods and demand payment of the costs incurred. The Buyer is fully liable for non-consequential and consequential damages arising as a result of infringement or protective rights claims and the Supplier is entitled to demand a suitable advance on costs to cover all process costs. The Supplier is free to release at will all goods covered by the contract or goods manufactured by the supplier.
Protective Rights. Xxx. Xxxxx shall have veto rights over [a] the sale, licensing and disposition of assets of Pomega or its business or Pomega, [b] borrowing and leasing, [c] raising additional capital for Pomega, [d] selection of management of subsidiaries, [e] selection of subcontractors and production facilities, [f] selection of a marketing plan for Pomega, [g] hiring consultants, [h] approval of a budget, [i] amendments of Pomega’s certificate of incorporation and/or by-laws, [h] declaration and payment of dividends, [j] expenditures in excess of the budget, [k] selection of direct or indirect [via mBeach] strategic partners to Pomega, [l] the selection of a location of the headquarters of Pomega, and [m] whether or not to release Pomega confidential and proprietary information.
Protective Rights. 11 10.1 Approval By Members. . . . . . . . . . . . . . . . . . . . . . 11 10.2 Approval By Other Members. . . . . . . . . . . . . . . . . . . 12
