Significant Corporate Actions Sample Clauses

Significant Corporate Actions. In addition to any voting and other requirements imposed by the Articles of Incorporation, Bylaws and applicable law, any Significant Corporate Action must be approved by the affirmative vote of at least a majority of the outstanding shares of Common Stock. Additionally, any other matter that may be considered by the Board of Directors on which the Board of Directors is deadlocked shall be submitted to a vote of the holders of the outstanding shares of Common Stock for determination.
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Significant Corporate Actions. (A) without the prior written consent of Apollo, the Company winds up, liquidates or dissolves its affairs or enters into any transaction of merger or consolidation involving, or conveys, sells, leases or otherwise disposes of, all or substantially all of its assets (or agrees to do any of the foregoing at any future time), whether in a single transaction or a series of related transactions (or puts to a shareholder vote a proposal to take any of the foregoing actions), except that the Company and its subsidiaries may transfer assets among themselves (each an "Extraordinary Transaction"), (B) without the prior written consent of Apollo, the Company or any of its subsidiaries enters into an agreement for, or takes corporate action to approve, the purchase, acquisition, sale, development or disposition of (1) property or assets in one or a series of related transactions that has a fair market value in excess $30,000,000 or (2) stock of another entity in one or a series of related transactions in which the underlying assets of such entity have a fair market value in excess $30,000,000, or (C) without the prior written consent of Apollo, the Company or any of its subsidiaries enters into an agreement for, or takes corporate action to approve, the issuance of shares of Common Stock in one or a series of related issuances to any person or "group" (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) in an amount exceeding 9.8% of the total number of outstanding shares of Common Stock; or
Significant Corporate Actions. In the event of material corporate actions, including but not limited to mergers, acquisitions, or leveraged buyouts, PXBT may take protective measures deemed necessary, which may include: ● Suspending or halting trading on the affected instrument. ● Adjusting margin requirements at its discretion. ● Limiting the client’s exposure to the relevant financial instruments. ● Closing positions if the instrument ceases to be traded on its original venue or exchange.

Related to Significant Corporate Actions

  • Corporate Actions Except as otherwise set forth herein, Pledgor and Secured Party agree that Securities Intermediary shall have no responsibility for ascertaining or acting upon any calls, conversions, exchange offers, tenders, interest rate changes or similar matters relating to any Financial Assets credited to or held for the credit of the Reserve Account (except based on written instructions originated by Pledgor or Secured Party), or for informing Pledgor or Secured Party with respect thereto, whether or not Securities Intermediary has, or is deemed to have, knowledge of any of the aforesaid. Securities Intermediary is authorized to withdraw securities sold or otherwise disposed of, and to credit the Reserve Account with the proceeds thereof or make such other disposition thereof as may be directed in accordance with this Agreement. Securities Intermediary is further authorized to collect all income and other payments which may become due on Financial Assets credited to the Reserve Account, to surrender for payment maturing obligations and those called for redemption and to exchange certificates in temporary form for like certificates in definitive form, or, if the par value of any shares is changed, to effect the exchange for new certificates. It is understood and agreed by Pledgor and Secured Party that, although Securities Intermediary will use reasonable efforts to effect the transactions set forth in the preceding sentence, Securities Intermediary shall incur no liability for its failure to effect the same unless its failure is the result of negligence or willful misconduct.

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