Remedies; Proxy Sample Clauses

Remedies; Proxy. It is specifically understood and agreed that breach of the provisions of this Agreement by any Party may result in irreparable injury to the other parties, that the remedy at law alone may be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have, such other Parties may seek to enforce their respective rights by actions for specific performance (to the extent permitted by law). For purposes of enforcing certain covenants of the Principal Stockholders set forth in Sections 3.1, 3.2 and 3.4 of this Agreement and only in the event of a breach of such covenants by any or both Principal Stockholders, (i) in the event of a breach of such covenants by a Principal Stockholder (the “Breaching Principal Stockholder”), such Breaching Principal Stockholder hereby irrevocably appoints the other Principal Stockholder as its proxy, and hereby authorizes such other Principal Stockholder to vote, and such other Principal Stockholder shall vote, all the shares of Company Common Stock which the Breaching Principal Stockholder may be entitled to vote at any Company stockholder meeting at which directors shall be elected (or any action by stockholder consent to elect directors in lieu of a stockholder meeting), with all powers which such Breaching Principal Stockholder would possess if personally present (or executing any such stockholder consent), in accordance with the provisions set forth in Sections 3.1, 3.2 and 3.4 of this Agreement and (ii) in the event of a breach of such covenants by both Principal Stockholders, each Principal Stockholder hereby irrevocably appoints the Executive Chairman and Secretary of the Company, each of them acting singly and with the power to appoint his or her substitute, as its proxy, and hereby authorizes such officers to vote, and such officers shall vote, all the shares of Company Common Stock which each Principal Stockholder may be entitled to vote at any Company stockholder meeting at which directors shall be elected (or any action by stockholder consent to elect directors in lieu of a stockholder meeting), with all powers which each Principal Stockholder would possess if personally present (or executing any such stockholder consent), in accordance with the provisions set forth in Sections 3.1, 3.2 and 3.4 of this Agreement.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs

Related to Remedies; Proxy

  • Remedies; Priorities (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.05):

  • REMEDIES, ETC CUMULATIVE. Each and every right, power and remedy of the Pledgee provided for in this Agreement or in any other Secured Debt Agreement, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Pledgee or any other Secured Creditor of any one or more of the rights, powers or remedies provided for in this Agreement or any other Secured Debt Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Pledgee or any other Secured Creditor of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee or any other Secured Creditor to exercise any such right, power or remedy shall operate as a waiver thereof. No notice to or demand on any Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Pledgee or any other Secured Creditor to any other or further action in any circumstances without notice or demand. The Secured Creditors agree that this Agreement may be enforced only by the action of the Administrative Agent or the Pledgee, in each case acting upon the instructions of the Required Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least the majority of the outstanding Other Obligations) and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent or the Pledgee or the holders of at least a majority of the outstanding Other Obligations, as the case may be, for the benefit of the Secured Creditors upon the terms of this Agreement.

  • Remedies Standstill (a) Each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, agrees that, until the Discharge of Senior Priority Obligations, such Junior Priority Agent and such Junior Priority Creditors:

  • Remedies; Waiver To the extent permitted by Law, all rights and remedies existing under this Agreement and any related agreements or documents are cumulative to, and are exclusive of, any rights or remedies otherwise available under applicable Law. No failure on the part of any party to exercise, or delay in exercising, any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right.

  • Remedies; Waivers (a) Upon the occurrence of an Event of Default, Financial Security may exercise any one or more of the rights and remedies set forth below:

  • Waivers and Amendments; Non-Contractual Remedies; Preservation of Remedies This Guaranty may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party on exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.

  • Remedies and Waiver All remedies of any party are cumulative. Failure of either the Ceding Company or the Reinsurer to exercise any right, privilege, power or remedy at law, equity or in existence by virtue of this Agreement or to otherwise insist upon strict compliance with any of the terms, provisions and conditions of this Agreement, or the obligations of the other party, will not constitute a waiver of such right, privilege, power, remedy, term, provision, condition, or obligation. Moreover, the failure of either party to enforce any part of this Agreement shall not be deemed to be an act of ratification or consent. No prior transactions or dealings between the parties shall be deemed to establish any custom or usage waiving or modifying any provision of this Agreement.

  • Remedies; Survival (a) The Executive acknowledges and understands that the provisions of the covenants contained in Sections 13, 14 and 15 hereof, the violation of which cannot be accurately compensated for in damages by an action at law, are of crucial importance to the Company, and that the breach or threatened breach of the provisions of this Agreement would cause the Company irreparable harm. In the event of a breach or threatened breach by the Executive of the provisions of Section 13, 14 or 15 hereof, the Company will be entitled to an injunction restraining the Executive from such breach. Nothing herein contained will be construed as prohibiting the Company from pursuing any other remedies available for any breach or threatened breach of this Agreement.

  • Remedies are Cumulative The Lender’s rights and remedies hereunder are cumulative and not exclusive of any rights or remedies at law or in equity.

  • Lenders Rights and Remedies After Default 11.1. Rights and Remedies. 94 11.2. Agent’s Discretion 96 11.3. Setoff 97 11.4. Rights and Remedies not Exclusive 97 11.5. Allocation of Payments After Event of Default 97

Time is Money Join Law Insider Premium to draft better contracts faster.