RELEASE BY THE DIRECTORS Sample Clauses

RELEASE BY THE DIRECTORS. As of the Effective Time, by virtue of the execution and delivery of the Directors Letter each resigning director of the Company, on behalf of himself, and each of his successors, subsidiaries, controlled affiliates and assignees, shall, to the fullest extent permitted by law, fully release, forever discharge, and covenant not to sue any member of the Stockholders Group and the "Releasors" as such xxxm is defined in Section 3.04, and any of their respective successors or assignees, and any of their respective shareholders, members, partners, officers, directors, employees, representatives, heirs, administrators, devisees or legatees (collectively, the "COMPANY/STOCKHOLDER RELEASEES"), of, from, and with respect to, any and all manner of claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, expenses and attorneys' or paralegals' or other fees whatsoever, whether arising in law or equity, whether based on any federal, state or foreign law or right of action, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, accrued or unaccrued which such resigning director ever had or now have or can have or shall or may hereafter have against the Company/Stockolder Releasees or any of them, in connection with, arising out of or which are in any way related to any duties, actions, omissions, commitments, agreements, transactions or representations prior to the date of the execution of this Agreement; PROVIDED, HOWEVER, that no release or discharge, or covenant to sue is given hereunder in respect of (a) any breach of, or failure to xxrform any obligation under, this Agreement, the Stockholders Letter or otherwise under any ongoing contractual or other agreement or arrangement for the benefit of such resigning director (such as, by way of example, relating to the ownership of any securities or options issued to any of the Company Releasees or any compensation or deferred compensation arrangement for the benefit of such Company Releasees), none of which are hereby released or forgiven in any way, or (b) any matter for which indemnification or reimbursement of expenses is available to the resigning director hereunder or otherwise from any Company Releasee, or (c) any commercial matter that does not relate to the Company or the proxy contest being terminated pursuant to the Agreement, or (d) any claim that such resigning director may have aris...
Sample 1
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RELEASE BY THE DIRECTORS. The Directors, for themselves and their respective current and former employees, officers, directors, stockholders, affiliates, successors, predecessors, partners, parent companies, subsidiaries, assigns, heirs, executors, agents, attorneys, and representatives of any kind, if any, by this Release RELEASE, SURRENDER, REMISE, ACQUIT, AND FOREVER DISCHARGE Lone Star, the Company, the Intervenors and their current and former employees, officers, directors, stockholders, affiliates, successors, predecessors (including but not limited to Lone Star Opportunity Fund, L.P. and LSOF Greenbriar L.L.C.), partners, parent companies, subsidiaries, assigns, executors, agents, attorneys, and representatives of any kind from any and all claims, demands, damages, entitlements, actions, causes of action, suits in equity, liabilities, debts, accounts, costs, expenses, setoffs, contributions, payments, bills, promises, covenants or warranties (whether past, present, future, currently accrued, unaccrued, known or unknown), and whether permanent, continuing, or otherwise, that either were or could have been asserted in the Lawsuit, are directly or indirectly related to Lone Star's Preferred Stock investment in the Company or are otherwise directly or indirectly related to Lone Star's entering into the Agreement and the Transaction documents; provided, however, that this Release does not in any way release, compromise, surrender or acquit the Directors' ability to enforce the provisions of this Release or the Consent Agreement in the event of a breach or default hereunder by another Party hereto.
Sample 1

Related to RELEASE BY THE DIRECTORS

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office.

  • Termination by the Corporation If the Executive’s employment is terminated by the Corporation upon the giving of written notice of such termination to the Executive at any time within the 6 month period following a Change of Control (other than for Just Cause, Disability or Death), then the Executive shall be entitled to the following:

  • Actions by the Board of Directors (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in person or, if in person attendance is not required by the 1940 Act, by telephone) or (ii) by unanimous written consent of all of the Directors without a meeting, if permissible under the 1940 Act.

  • Action by the Committee The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “Designee”). In fulfilling its responsibilities hereunder, the Committee or its Designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee and that any decision of the Committee or its Designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capricious.

  • Action by the Partners A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding twenty-five percent (25%) or more of the Partnership Interests held by Limited Partners. The notice shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven days nor more than 30 days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote or Consent of the Limited Partners or of the Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.1.

  • Actions by the Board Any and all determinations or other actions required of the Board hereunder that relate specifically to Executive’s employment by the Company or the terms and conditions of such employment shall be made by the members of the Board other than Executive if Executive is a member of the Board, and Executive shall not have any right to vote or decide upon any such matter.

  • Delegation by the Board All of the powers, duties and responsibilities of the Board specified in this Agreement may, to the full extent permitted by applicable law, be exercised and performed by any duly constituted committee thereof to the extent authorized by the Board to exercise and perform such powers, duties and responsibilities.

  • Resignation by the Agents Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders and the U.S. Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor with the consent of the U.S. Borrower (not to be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required Lenders and approved by the U.S. Borrower and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Ancillary Lenders with the consent of the U.S. Borrower (not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank with an office in New York, New York and an office in London, England (or a bank having an Affiliate with such an office) having a combined capital and surplus having a Dollar Equivalent that is not less than $500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as Agent hereunder by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After the Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

  • Resignation by the Agent (a) The Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time by giving 30 days' prior written notice (as provided in the Agreement) to the Debtors and the Secured Parties. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below.

  • CONTROL BY THE BOARD Any investment program undertaken by the Adviser pursuant to this Agreement, as well as any other activities undertaken by the Adviser on behalf of the Series pursuant thereto, shall at all times be subject to any directives of the Board.

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