Security appointment of agent Sample Clauses

Security appointment of agent. 12.3.1 Each Shareholder irrevocably and unconditionally (and by way of security for the performance of its obligations under this Agreement) appoints the Company as its agent to execute, deliver and do in its name or otherwise and on its behalf all documents, acts and things required to be done by it (but which it has failed to do) in order to implement the obligations of that Shareholder under this clause 12, including any transfer of Shares or other documents which may be necessary to transfer title to the Shares. 12.3.2 Each Shareholder undertakes to ratify whatever its agent shall lawfully do or cause to be done in accordance with such agency appointment and to indemnify and keep such agent indemnified from all claims, costs, expenses, damages and losses which the agent may suffer as a result of the lawful exercise by it of the powers conferred on it under such agency appointment. 12.3.3 The agency appointment shall remain in force in relation to each Shareholder until this Agreement is terminated in respect of the rights and obligations of that Shareholder under clause 14.
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Related to Security appointment of agent

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

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