Rights and Other Matters Sample Clauses

Rights and Other Matters. (A) The rights, powers, privileges and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by law or otherwise. (B) No failure to exercise nor any delay in exercising any right, power, privilege or remedy under this Agreement shall in any way impair or affect the exercise thereof or operate as a waiver thereof in whole or in part. (C) No single or partial exercise of any right, power, privilege or remedy under this Agreement shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy.
Sample 1
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Rights and Other Matters. No appraisal rights are available in connection with the Offer. In accordance with the United States Supreme Court decision, Xxxxxxxxxxx v. United States, 334 U.S. 192 (1948), if the Proposed Merger were approved by the STB in connection with Parent's acquisition of control of the Company, shareholders of the Company would not have any dissenters' rights under state law, unless the STB (or any successor agency) or a court of competent jurisdiction determines that state-law dissenters' rights are available to holders of Shares. Xxxxxx considers it unlikely that the STB or a court would determine that state-law dissenters' rights are available to holders of Shares. If the Proposed Merger is consummated without STB approval and if dissenters' rights are otherwise available to holders of Shares, such rights would be provided in accordance with Section 1571 et seq. of the PBCL. In such event, any issued and outstanding Shares held by persons who object to the Proposed Merger and comply with all the provisions of the PBCL concerning the right of holders of Shares to dissent from the Proposed Merger and require valuation of their Shares (a "Dissenting Shareholder") will not be converted into the right to receive the consideration to be paid pursuant to the Proposed Merger but will become the right to receive payment of the "fair value" of their Shares (exclusive of any element of appreciation or depreciation in anticipation of the Proposed Merger); provided, however, that the Shares outstanding immediately prior to the effective time of the Proposed Merger and held by a Dissenting Shareholder who will, after such time, withdraw his demand for payment or lose his right to dissent, in either case pursuant to the PBCL, will be deemed to be converted as of the effective time of the Proposed Merger into the right to receive the consideration to be paid pursuant to the Proposed Merger without interest. Dissenters' rights cannot be exercised at this time. Shareholders who will be entitled to dissenters' rights, if any, in connection with the Proposed Merger (or similar business combination) will receive additional information concerning any available dissenters' rights and the procedures to be followed in connection therewith before such shareholders have to take any action relating thereto. Shareholders who sell shares in the Offer will not be entitled to exercise any dissenters' rights with respect to Xxxxxx purchased but, rather, will receive the Offer Price. The Pro...
Sample 1
Rights and Other Matters. 14.5.1. The rights, powers, privileges and remedies provided in this Framework Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by law or otherwise. 14.5.2. No failure to exercise nor any delay in exercising any right, power, privilege or remedy under this Framework Agreement shall in any way impair or affect the exercise thereof or operate as a waiver thereof in whole or in part. 14.5.3. No single or partial exercise of any right, power, privilege or remedy under this Framework Agreement shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy. 14.5.4. The Parties agree that this Agreement does not provide for the exclusion of any of the Parties from any work the Parties could be assigned as contractors, in the course of the execution of the Projects, according to the Final Financing Structure terms and conditions and the concession agreement.
Sample 1
Rights and Other Matters. Holders of Shares do not have dissenters' rights as a result of the Offer. However, if the Merger is consummated, holders of Shares will have certain rights pursuant to the provisions of Section 262 of the DGCL to dissent and demand appraisal of, and to receive payment in cash of the fair value of, their Shares. If the statutory procedures were complied with, such rights could lead to a judicial determination of the fair value required to be paid in cash to such dissenting holders for their Shares. Any such judicial determination of the fair value of Shares could be based upon considerations other than or in addition to the Offer Price or the market value of the Shares, including asset values and the investment value of the Shares. The value so determined could be more or less than the Offer Price or the Merger Consideration. If any added holder of Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his right to appraisal, as provided in the DGCL, the Shares of such stockholder will be converted into the Merger Consideration in accordance with the Merger Agreement. A stockholder may withdraw his demand for appraisal by delivery to Parent of a written withdrawal of his demand for appraisal and acceptance of the Merger.
Sample 1

Related to Rights and Other Matters

  • Voting Rights and Other Actions 14 SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain Matters..................14 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters........................15 SECTION 4.3. Restrictions on Certificateholder's Power..........................................15 SECTION 4.4. Rights of Note Insurer.............................................................15

  • Discovery and Other Rights Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit. This applies to both you and us. Other rights that you or we would have in court may not be available in arbitration. Please read this Arbitration Clause and consult the rules of the arbitration organizations listed below for more information.

  • Conflicting Agreements and Other Matters Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto.

  • Marshalling and Other Matters Borrower hereby waives, to the extent permitted by law, the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale hereunder of the Property or any part thereof or any interest therein. Further, Borrower hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Security Instrument on behalf of Borrower, and on behalf of each and every person acquiring any interest in or title to the Property subsequent to the date of this Security Instrument and on behalf of all persons to the extent permitted by applicable law.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

  • Proxies and Other Materials The Custodian shall cause all proxies relating to Securities which are not registered in the name of the Fund to be promptly executed by the registered holder of such Securities, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Trust such proxies, all proxy soliciting materials and all notices relating to such Securities. With respect to the foreign Securities, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Trust acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Trust to exercise shareholder rights.

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

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