SEVENTH. A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.
SEVENTH. The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said Section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Section. Such indemnification shall be mandatory and not discretionary. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. Any repeal or modification of this Article SEVENTH shall not adversely affect any right to indemnification of any persons existing at the time of such repeal or modification with respect to any matter occurring prior to such repeal or modification. The Corporation shall to the fullest extent permitted by the General Corporation Law of the State of Delaware advance all costs and expenses (including, without limitation, attorneys’ fees and expenses) incurred by any director or officer within 15 days of the presentation of same to the Corporation, with respect to any one or more actions, suits or proceedings, whether civil, criminal, administrative or investigative, so long as the Corporation receives from the director or officer an unsecured undertaking to repay such expenses if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation under the General Corporation Law of the State of Delaware. Such obligation to advance costs and expenses shall be mandatory, and not discretionary, and shall include, without limitation, costs and expenses incurred in asserting affirmative defenses, counterclaims and cross claims. Such undertaking to repay may, if first requested in writing by the applicable director or officer, be on behalf of (rather than by) such director or officer, provided that in such case the Corporation shall have the right to approve the party making such undertaking.
SEVENTH. The Distributor shall act as agent of the Company on behalf of each Fund in connection with the sale and redemption of Class B Shares. Except with respect to such sales and repurchases, the Distributor shall act as principal in all matters relating to the promotion or the sale of Class B Shares and shall enter into all of its own engagements, agreements and contracts as principal on its own account. The Distributor shall enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions to offer and sell Class B Shares to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. Each agreement shall provide that the investment dealer and financial institution shall act as a principal, and not as an agent, of the Company on behalf of the Funds. The Distributor or such other investment dealers or financial institutions will be deemed to have performed all services required to be performed in order to be entitled to receive the asset based sales charge portion of any amounts payable with respect to Class B Shares to the Distributor pursuant to the Plan and Agreement adopted by the Company on behalf of each Fund upon the settlement of each sale of a Class B Share (or a share of another fund from which the Class B Share derives).
SEVENTH. Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation. EIGHTH: The Corporation expressly elects not to be governed by Section 203 of the DGCL.
SEVENTH. (A) The Distributor shall bear the expenses of printing from the final proof and distributing the Funds' prospectuses and statements of additional information (including supplements thereto) relating to public offerings made by the Distributor pursuant to this Agreement (which shall not include those prospectuses and statements of additional information, and supplements thereto, to be distributed to shareholders of each Fund), and any other promotional or sales literature used by the Distributor or furnished by the Distributor to dealers in connection with such public offerings, and expenses of advertising in connection with such public offerings.
SEVENTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
SEVENTH. This process shall repeat itself until the employees having the least amount of seniority within the affected classes have been displaced by employees with greater seniority who have met the conditions set forth above.
SEVENTH. Time is of the essence in this contract.
SEVENTH. Unless and except to the extent that the by-laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.
SEVENTH. Prior to the Surrender Date, Tenant shall install and construct a demising wall to separate the Surrender Premises from the Demised Premises as shown on the plan attached hereto as Exhibit C (“Tenant’s Work”). In consideration of Tenant (i) performing, completing and fully paying for Tenant’s Work (and soft costs associated therewith) and (ii) paying for the relocation costs (“Relocation Costs”) actually incurred by Tenant in connection with its surrender of the Surrender Premises prior to the Surrender Date, Landlord agrees that if Tenant shall have submitted to Landlord (a) receipted paid bills for the completion of Tenant’s Work and payment of the Relocation Costs and (b) partial and final lien waivers to the effect that there has not been filed with respect to the Building, the Demised Premises and/or the Surrender Premises or any part thereof or upon Tenant’s leasehold interest therein any vendor’s mechanic’s, laborer’s. materialman’s or other lien which has not been discharged of record, Landlord shall reimburse or cause to be reimbursed to Tenant within thirty (30) days after satisfaction of all of the conditions set forth in this Article an amount equal to the lesser of (i) the actual cost of the Tenant’s Work and Relocation Costs or (ii) Seventy Two Thousand Five Hundred Sixty and 00/100 Dollars ($72,560.00) representing “Landlord’s Contribution” to such work, it being understood and agreed that Landlord’s Contribution shall not exceed the sum of Seventy Two Thousand Five Hundred Sixty and 00/100 Dollars ($72,560.00), and that all costs and expenses in excess of said sum shall be borne solely by Tenant. Tenant shall provide Landlord with five (5) days advance written notice of the completion of Tenant’s Work. Notwithstanding anything contained herein to the contrary, in the event Tenant’s Work is not completed, as reasonably determined by Landlord, and the Surrender Date does not occur, by August 31, 2010, time being of the essence, (i) Landlord shall have no obligation to pay Landlord’s Contribution, (ii) Tenant shall be deemed in default under the Original Lease, entitling Landlord to all remedies available to it thereunder and at law and equity, and (iii) at Landlord’s sole option, this Agreement shall be nullified and of no force and effect and the terms and conditions of the Original Lease shall control and govern.
