RESOLUTIONS AND WAIVERS Sample Clauses

RESOLUTIONS AND WAIVERS. 8 10. GENERAL...................................................... 8 11.

RESOLUTIONS AND WAIVERS. (1) In relation to each Company the Sellers shall procure (so far as they each are able) the convening of all meetings, the giving of all waivers and consents and the passing of all resolutions as are necessary under the Companies Xxx 0000, its articles of association or any agreement or obligations affecting it to give effect to this agreement. (2) The Sellers waive (and shall procure the waiver by its nominee(s) of) all rights of preemption which it (or such nominee(s)) may have (whether under Trimco's articles of association or otherwise) in respect of the transfer to the Purchaser or its nominee(s) of the Shares or any of them. (3) For so long after Completion as it remains the registered holder of any of the Shares the Sellers shall hold them and any distributions, property and rights deriving from them in trust for the Purchaser and shall deal with the Shares and any distributions, property and rights deriving from them as the Purchaser directs; in particular, the Sellers shall exercise all voting rights as the Purchaser directs or shall execute an instrument of proxy or other document which enables the Purchaser or its representative to attend and vote at any meeting of Trimco.

RESOLUTIONS AND WAIVERS. 11.1 In relation to the Company the Sellers shall procure the convening of all meetings, the giving of all waivers and consents and the passing of all resolutions as are necessary under the Companies Xxx 0000, its Articles of Association or any agreement or obligations affecting it to give effect to this Agreement. 11.2 For so long after Completion as it remains the registered holder of any of the Shares each of the Sellers will hold them and any distributions, property and rights hereafter deriving from them in trust for the Purchaser and will deal with the Shares and any distributions, property and rights hereafter deriving from them as the Purchaser directs and will on request by the Purchaser execute an instrument of proxy or other document which enables the Purchaser or its representative to attend and vote at any meeting of the Company.

RESOLUTIONS AND WAIVERS. 11.1 In relation to the Company the Sellers shall procure the convening of all meetings, the giving of all waivers and consents and the passing of all resolutions as are necessary under the Companies Xxx 0000, its Articles of Association or any agreement or obligations affecting it to give effect to this Agreement. 11.2 For so long after Completion as it remains the registered holder of any of the Shares each of the Sellers will hold them and any distributions, property and rights hereafter deriving from them in trust for Marquee Inc. or Marquee UK (as appropriate) and will deal with the Shares and any distributions, property and rights hereafter deriving from them as Marquee Inc. or Marquee UK (as appropriate) directs and will on request by Marquee Inc. or Marquee UK (as appropriate) execute an instrument of proxy or other document which enables Marquee Inc. or Marquee UK (as appropriate) or its representative to attend and vote at any meeting of the Company.

RESOLUTIONS AND WAIVERS. The Seller shall pass a resolution waiving (and shall procure the waiver by its nominees of) all rights of pre-emption which it (or such nominees) may have (whether under PGL's articles of association or otherwise) in respect of the transfer to the Buyer (or its nominees) of the Shares or any of them and shall cause the resolutions to be filed with the local registry in Guernsey within 21 days of Closing.

RESOLUTIONS AND WAIVERS. (1) The Seller shall procure so far as it is able the convening of all meetings of the Company, the giving of all waivers and consents and the passing of all resolutions as are necessary under its constitutional documents to give effect to this agreement, the Sale Agreement and the other Minority Share Sale Agreements. (2) The Seller waives (and shall procure the waiver by his nominee of) all rights of pre-emption which he (or such nominee) may have (whether under the Company's constitutional documents or otherwise) in respect of the transfer to the Purchaser or its nominee of the B Shares or any of them and the matters contemplated by the Sale Agreement and the other Minority Share Sale Agreements.

RESOLUTIONS AND WAIVERS. 11 14. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11 15.

RESOLUTIONS AND WAIVERS. 7.1 In relation to each Group Company, the Vendor shall procure the convening of all meetings, the giving of all waivers and consents and the passing of all resolutions as are necessary under all applicable laws, its articles of association (or the equivalent constitutional documents) or any deed or obligations affecting it to give effect to this Agreement.

RESOLUTIONS AND WAIVERS. 8.1 For so long after Completion as CCL remains the registered holder of any of the Transfer Stock CCL will hold them and any distributions, property and rights deriving from them in trust for MCL and will deal with them and any distributions, property and rights deriving from them as MCL directs and will on request by MCL execute an instrument of proxy or other document which enables MCL or its representative to attend and vote at any meeting of Telemonde. 8.2 In relation to Telemonde Inc, CCL shall procure the convening of all meetings, the giving of all waivers and consents and the passing of all resolutions as are necessary to transfer the Transfer Stock to MCL free of any mortgage, charge, lien, pledge or other encumbrance and to register MCL as the registered owners of the Transfer Stock in the register of members of Telemonde Inc and as are generally necessary to give effect to this Agreement.

RESOLUTIONS AND WAIVERS. 17.1 In relation to the Company, the Seller shall procure the convening of all meetings, the giving of all waivers and consents and the passing of all resolutions as are necessary under the Limited Liability Companies Act, its Articles of Association or any agreement or obligations affecting it to give effect to this Agreement. 17.2 For so long after Completion as the Seller remains the registered holder of any of the Carnival Shares or, in the case of Volim, it remains the registered holder of any of the Volim Participations, each of the Sellers and Volim will hold them and any distributions, property and rights deriving from them in trust for the Purchaser and will deal with the Participations and any distributions, property and rights deriving from them as the Purchaser directs and will on request by the Purchaser execute an instrument of proxy or other document which enables the Purchaser or its representative to attend and vote at any meeting of the Company. 17.3 In relation to Telemonde Inc, the Purchaser shall procure the convening of all meetings, the giving of all waivers and consents and the passing of all resolutions as are necessary to transfer the Consideration Stock to the Seller and Volim free of any mortgage, charge, lien, pledge or other encumbrance and to register the Seller and Volim as the registered owners of the Consideration Stock in the register of members of Telemonde Inc and as are generally necessary to give effect to this Agreement and the Warrant Agreement. 17.4 For so long after Completion the Purchaser remains the registered holders of any of the Consideration Stock the Purchaser shall hold the Consideration Stock and any distributions, property and rights deriving from them in trust for the Seller and Volim (in the proportions set out in Clause 3.2 hereof) and will deal with the Consideration Stock and any distributions, property and rights deriving from them as the Seller and Volim direct and will on request by the Seller and Volim execute any instrument of proxy or other document which enables the Seller and Volim or their representatives to attend and vote at any meeting of Telemonde.