Rights of EIF Sample Clauses

Rights of EIF. (a) If the Company desires to issue or sell shares of any class (now or hereafter authorized) of Common Stock of the Company or any securities convertible into such stock (the "Issued Shares"), to the Evercore Entities or any Management Shareholder or any of their Affiliates (an "Insider Sale"), the Company shall first give written notice (an "Issuance Notice") to EIF containing (A) the type and number of Issued Shares proposed to be issued or sold, (B) the proposed purchase price (the "Issue Price") for the Issued Shares, and (C) any other material terms of such proposed issuance or sale. (b) EIF shall have a period of up to 15 days after the receipt of the Issuance Notice to notify the Company in writing of its election to exercise its right (the "Participation Right") to subscribe to and purchase an amount of the Issued Shares in proportion to its holdings of Common Stock (or such lesser number of Issued Shares as EIF shall elect to purchase), upon the same terms and at the same price as the Issued Shares are being issued or sold to the other purchasers. If EIF elects to exercise its Participation Right, it will subscribe to and purchase the number of Issued Shares it has elected to purchase at a closing held simultaneously with the closing for the Insider Sale. If EIF fails to notify the Company of its exercise of its Participation Right within such 15 day period, the Company shall be entitled, for a period of 30 days beginning the day after the expiration of such 15 day period, to enter into an agreement to consummate the Insider Sale at a price not lower than the Issue Price and on terms not more favorable to the purchaser than were contained in the Issuance Notice, which transaction shall be closed no later than 60 days after the expiration of such 15 day period. (c) If, at the end of any such 30-day or 60-day period provided for in this Section 9.16, the Company has not entered into an agreement to consummate the Insider Sale or completed the Insider Sale, respectively, the Company shall no longer be permitted to consummate the Insider Sale without again fully complying with the provisions of this Section 9.16.

Related to Rights of EIF

  • Rights of Use of the results and of pre-existing rights by the NA and the Union (a) for its own purposes and in particular to make available to persons working for the NA, Union institutions, agencies and bodies and to Member States’ institutions, as well as to copy and reproduce in whole or in part and in an unlimited number of copies." For the rest of this article, the references to the "Union" must be read as reference to "the NA and/or the Union".

  • Limitations on Rights of Third Parties The provisions of this Agreement are solely for the benefit of the Seller, the Issuer, the Indenture Trustee (for the benefit of the Secured Parties) and the other Persons expressly referred to herein, and such Persons shall have the right to enforce the relevant provisions of this Agreement. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Recovery Property or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

  • Rights of Parties (a) Notwithstanding any provision of this Lease to the contrary, Tenant will not, either voluntarily or by operation of law, assign, sublet, encumber, or otherwise transfer all or any part of Tenant's interest in this lease, or permit the Premises to be occupied by anyone other than Tenant, without Landlord's prior written consent, which consent shall not unreasonably be withheld in accordance with the provisions of Section 9.1. (b) No assignment (whether voluntary, involuntary or by operation of law) and no subletting shall be valid or effective without Landlord's prior written consent and, at Landlord's election, any such assignment or subletting or attempted assignment or subletting shall constitute a material default of this Lease. Landlord shall not be deemed to have given its consent to any assignment or subletting by any other course of action, including its acceptance of any name for listing in the Building directory. To the extent not prohibited by provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et seq. (the "Bankruptcy Code"), including Section 365(f)(1), Tenant on behalf of itself and its creditors, administrators and assigns waives the applicability of Section 365(e) of the Bankruptcy Code unless the proposed assignee of the Trustee for the estate of the bankrupt meets Landlord's standard for consent as set forth in Section 9.1(b) of this Lease. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other considerations to be delivered in connection with the assignment shall be delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed to have assumed all of the obligations arising under this Lease on and after the date of the assignment, and shall upon demand execute and deliver to Landlord an instrument confirming that assumption.

  • Rights of Access The employee shall be given access to copies of all materials supporting the proposed action and shall be provided with copies upon request.

  • Rights of Set-Off With respect to any amount that HHSC in good faith determines should be reimbursed to it or is otherwise payable to it by the MA Dual SNP pursuant to this Agreement, HHSC may deduct the entire amount owed against the charges otherwise payable or expenses owed to it under this Agreement until such time as the entire amount determined to be owed has been paid. HHSC will provide the MA Dual SNP with written notice of and supporting information concerning such offsets, and will be relieved of its obligation to make any payments to the MA Dual SNP until such time as all such amounts have been paid to HHSC.

  • Rights of entry The landlord shall enter the premises only: › with the tenant’s consent at the time of entry › in an emergency › for necessary maintenance or repairs, compliance or preparation for compliance with any requirements regarding smoke alarms or insulation, from 8 am to 7 pm, after 24 hours’ notice › for an inspection of the property or work done by the tenant, from 8 am to 7 pm after 48 hours’ notice › with the tenant’s prior consent, to show the premises to prospective tenants, purchasers, registered valuer or real estate agent doing an appraisal, or other expert engaged in appraising the premises. › Consent may not be unreasonably withheld but reasonable conditions may be imposed.

  • Exclusion of Rights of Third Parties Nothing in these terms and conditions shall confer on any third party a right to enforce any provision herein and the provisions of the Contracts (Rights of Third Parties) Act (Chapter 53B) which might otherwise be interpreted to confer such rights shall not apply and are expressly excluded from applying herein and no consent of any third party is required for any variation (including any release or compromise of any liability) or termination of these terms and conditions.

  • Contract (Rights of Third Parties) Xxx 0000 22.1 No person who is not a party to this Grant Agreement shall have the right to enforce any of its terms.

  • RIGHTS OF THE UNION Section 4.1 The Union has the right and responsibility to represent the interests of all employees in the unit; to present its views to the District on matters of concern, and to enter collective negotiations with the object of reaching an agreement applicable to all employees within the unit, except that by such obligation neither party shall be compelled to agree to a proposal or be required to make a concession. Section 4.2 The Union shall promptly be notified by the District of any formal grievance of any employee in the unit in accordance with the provisions of the Discharge and Grievance articles contained herein. The Union is entitled to have an observer at hearings conducted by any District official or body arising out of a grievance and to make known the Union's views concerning the case. Section 4.3 The Employer, as part of the general orientation of each new employee within the unit subject to this Agreement, shall make available to each employee, a copy of this Agreement. Section 4.4 The President of the Union and/or the President's representatives will be provided time off without loss of pay to a maximum of twenty-five days (25) days total per year, to be used at the discretion of the executive board. The leave will be granted for the President and the Union representatives to attend regional or state meetings when the purpose of these meetings. Additional release days may be granted. The Union will reimburse the District for the cost of any required substitute. Such use shall not interfere with District operations. 4.4.1 Upon return from such leave, the employee will be returned to the position previously held. 4.4.2 All seniority rights for such employee shall be retained and accrued. Section 4.5 The names of employees in the respective unit will be made available to the President of the Union upon request. On or before the first day of October of each year during the term of this Agreement, the District shall provide the Union with information regarding each employee in the bargaining unit on a form to be provided by the Union. Upon request the information shall be supplemented and revised quarterly. Employee information given to the Union shall be used solely for the purpose of union business. Section 4.6 The Union reserves and retains the right to delegate any Union right or duty contained herein to appropriate officials of the American Federation of Teachers Union of Washington. Section 4.7 Visitation rights shall be granted to the designated representative of the Union to visit employees in the unit for the purpose of grievance procedures and/or general information data. This excludes recruitment during working hours. The union representative shall notify his/her immediate supervisor and the building office (for employees assigned to a school site regularly or for the day) before leaving the assigned worksite and shall notify the building office upon arrival. For any union representative working in Maintenance, the representative shall notify his/her lead and the Maintenance Supervisor. Union meetings may be held during working hours with prior approval of the Superintendent or designee.

  • Certain Rights of Agent If Agent shall request instructions from Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any Other Document, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from the Required Lenders; and Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, Lenders shall not have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders.

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