TAKEOVER. The acquisition by any person (defined for purposes of this Agreement to mean any person within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other than the Company or an employee benefit plan created by the Company's board of directors for the benefit of its Employees, either directly or indirectly, of the beneficial ownership (determined under Rule 13d-3 of the Regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by the Company having 50% or more of the voting power of all the voting securities issued by the Company in the election of directors at the next meeting of the holders of voting securities to be held for such purpose, and such person acquired such beneficial ownership without prior consent of the Company's board of directors.
TAKEOVER. 8.1 We will give you written notice under clause 7 (Default) if we take over the Project. If we so take over the Project:
(a) you will put at our disposal and under our control, all persons, contracts, equipment and other resources employed or used by you in connection with the Project, provided that we may elect not to take over any contract or obligation of yours which we consider to be unduly onerous (and any costs or liabilities arising in relation to such contracts or obligations as a result of our exercising this right of election will be borne by you);
(b) we may at our discretion arrange for the Project to be completed by a third party and, if the Primary Platform Owner is listed in Schedule 1 as contributing funding to the Project, we will consult with them to see if they wish to complete the Project; and
(c) we may complete (or arrange for the completion of) or abandon the Project at our discretion (and we will be deemed to do so as your agent on the terms of this Agreement).
8.2 To confirm our rights as your agent:
(a) For the purpose of this clause 8 (Takeover), you hereby irrevocably constitute and appoint us as your attorney- in-fact with full power and authority to do any of the following in connection with the Project:
(i) make withdrawals from and otherwise deal with funds in the Project bank account;
(ii) borrow money; enforce, modify, release, compromise or terminate any contract or other right or obligation of yours relating to the Project;
(iii) engage and discharge Project personnel (subject to employment laws);
(iv) enter into or terminate any contract relating to the Project;
(v) acquire or lease or dispose of equipment and other real or personal property relating to the Project;
(vi) make claims under any policy of insurance relating to the Project; and
(vii) do all such other lawful acts and things as we may determine is reasonably necessary to exercise our rights under this clause 8 (Takeover) (including executing any power of attorney contemplated by subclause (b) if you fail to do so); and
(b) you will, if requested by us, execute a Power of Attorney in favour of us or any of our officers in respect of the powers listed in subclause (a).
8.3 We will not be liable to you, and you will indemnify us against liability to any third party, as a result of any act or omission occurring prior to our exercising our right to take over the Project. Clause 12.5 applies to this indemnity.
8.4 Without prejudice to our remedies, if we take ove...
TAKEOVER. SIXTH: Should an Event of Default occur, Surety shall have the right, at its option and in its sole discretion, and is hereby authorized, with or without exercising any other right or option conferred upon it by law or in the terms of this Agreement and/or the Equipment Utilization Agreement, to take possession of any part or all of the work, materials and equipment under any contract or contracts covered by any Bonds and any other materials or equipment which the Surety deems necessary or proper to perform any contractual work referred to in the Bonds, and at the expense of the Contractors and Indemnitors to complete or arrange for the completion of the same. The Contractors and Indemnitors shall promptly on demand pay to the Surety all Loss so incurred; provided, however, that in no event shall any Contractor or Indemnitor indemnify or hold and save harmless the Surety against any Loss arising out of the gross negligence, willful misconduct or illegal act of the Surety.
TAKEOVER. In the event the Borrower wishes to utilize Borrowings to fund, or to provide funds to any Subsidiary to fund, any offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any person (other than a private issuer as defined under the Securities Act (Alberta) or a corporation or limited partnership whose shares or units are directly or indirectly held by one person) (the "Target") where, as of the date of the offer to acquire, the securities that are subject to the offer to acquire, together with the securities of such person that are beneficially owned, or over which control or direction is exercised, by the Borrower and its Subsidiaries and any person acting jointly or in concert with any thereof on the date that the offer to acquire is made, constitute in the aggregate the lesser of such percentage of outstanding securities as is considered to be a "takeover bid" under any law or regulation applicable to the Target and ten percent (10%) or more of all of the outstanding securities of that class of securities of the person (a "Takeover"), then either:
TAKEOVER. (a) In addition to and without limiting any other rights of Company hereunder, Company will have the right, but not the obligation, to take over and complete production and delivery of any and all episodes of the Series in compliance with the other provisions of this Agreement at any time after the occurrence of any of the following events:
(i) The death or disability of , , or
TAKEOVER. (a) Simultaneously with the execution of this Lease, Landlord, as subtenant, and Guarantor, as sublandlord, will enter into sublease of the Metroplex Lease substantially in the form of Exhibit P (the “Takeover Sublease”) provided that, as provided in the Takeover Sublease, the effectiveness of the Takeover Sublease shall be subject to the parties obtaining the consent of the landlord under the Metroplex Lease (the “Metroplex Landlord”) to the Takeover Sublease. Each of Landlord and Guarantor shall use all commercially reasonable efforts to obtain the consent of the Metroplex Landlord to the Takeover Sublease. Landlord shall provide to Metroplex Landlord information and materials (i.e., financial statements) it reasonably requests in connection with its consideration of the Takeover Sublease and Landlord. If requested by the Metroplex Landlord, Landlord shall provide a reasonable cash security to Metroplex Landlord, provided that the Metroplex Cap (as such term is defined below) shall be reduced by the amount of such cash security until such cash security is either returned to Landlord or Metroplex Landlord draws on such cash security as the result of a default by Landlord under the Metroplex Lease, at which time, such amount shall be added back to the Metroplex Cap.
(b) This Lease and Tenant’s obligations hereunder shall not be contingent on the Metroplex Landlord agreeing to or consenting to the Takeover Sublease. However, if Guarantor and Landlord are not able to obtain the consent of the Metroplex Landlord to the Takeover Sublease for reasons other than Landlord’s failure to use commercially reasonable efforts to obtain the consent of the Metroplex Landlord, as provided above, within one hundred twenty (120) days after submission of the Takeover Sublease, together with submission of all additional items pursuant to Section 30.2(a) above, if requested, then (x) the Takeover Sublease shall be void and of no further force and effect (in accordance with its terms), however, pursuant to this Lease, Landlord shall remain obligated to make timely monthly payments of the Metroplex Rent up to a cap of $2,850,000.00 (the “Metroplex Cap”) directly to Guarantor as set forth in the Takeover Sublease, as and when payable under the Metroplex Lease, which payments shall commence on the Lease Commencement Date, and (y) Guarantor and Landlord shall use commercially reasonable efforts to find a third-party subtenant acceptable to Guarantor and Metroplex Landlord, each in ...
TAKEOVER. 8.1 We will give you written notice under clause 7 (Default) if we take over the Project. If we so take over the Project:
(a) you will put at our disposal and under our control, all persons, contracts, equipment and other resources employed or used by you in connection with the Project, provided that we may elect not to take over any contract or obligation of yours which we consider to be unduly onerous (and any costs or liabilities arising in relation to such contracts or obligations as a result of our exercising this right of election will be borne by you);
(b) we may at our discretion arrange for the Project to be completed by a third party and, if the Primary Platform Owner is listed in Schedule 1 as contributing funding to the Project, we will consult with them to see if they wish to complete the Project; and
(c) we may complete (or arrange for the completion of) or abandon the Project at our discretion (and we will be deemed to do so as your agent on the terms of this Agreement).
8.2 To confirm our rights as your agent:
(a) For the purpose of this clause 8 (Takeover), you hereby irrevocably constitute and appoint us as your attorney- in-fact with full power and authority to do any of the following in connection with the Project:
(i) make withdrawals from and otherwise deal with funds in the Project bank account;
(ii) borrow money; enforce, modify, release, compromise or terminate any contract or other right or obligation of yours relating to the Project; to employment laws);
TAKEOVER. 9.1 We will give you written notice under clause 8 (Default) if we take over the Project. If we so take over the Project:
(a) you will put at our disposal and under our control, all persons, contracts, equipment and other resources employed or used by you in connection with the Project, provided that we may elect not to take over any contract or obligation of yours which we consider to be unduly onerous (and any costs or liabilities arising in relation to such contracts or obligations as a result of our exercising this right of election will be borne by you);
(b) we may at our discretion arrange for the Project to be completed by a third party and, if the Primary Platform Owner is listed in Schedule 1 is contributing funding to the Project, we will consult with them to see if they wish to complete the Project; and
(c) we may complete (or arrange for the completion of) or abandon the Project at our discretion (and we will be deemed to do so as your agent on the terms of this Agreement).
TAKEOVER. The term “
TAKEOVER. 16.1 XX XXXX or any other third party nominated by XX XXXX shall have the right to take over and complete the making of the Programme and exercise the rights set out in Condition 16.2 by giving notice in writing to the Producer at any time where:-
16.1.1 XX XXXX believes in good faith after consultation with the Producer (or between the BBC and XX XXXX in the event the BBC is a Sub-Licensee under this Programme Purchase Agreement) that the production and/or delivery of the programme as outlined in the Commissioning Specification or the future viability of the Producer is in jeopardy; or
16.1.2 the Programme Purchase Agreement is terminated for any reason; or
