Takeover Rights Sample Clauses

Takeover Rights. 14.2.1 In the event of a Takeover, (a) Completion Guarantor shall have the right to do all acts and take all steps necessary to advance and complete Production and Delivery and otherwise protect and enforce Completion Guarantor’s rights, remedies, powers and defenses hereunder and to maintain, protect and preserve the Collateral, and (b) Producer shall comply, and cause Key Cast and Key Crew members and other third parties materially involved with Production and Delivery to comply, with all instructions given by Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) or the Production Representative to progress and complete Production and Delivery and to remove, remedy or reduce any claim or the risk of there being any claim made against Completion Guarantor under the Completion Guaranty or any of the other Completion Documents including the suspension or dismissal of any person or persons engaged in Production and Delivery, provided that no such instruction shall conflict with the provisions of the Interparty Agreement, any Distributor Agreement or other contractual obligations of Producer with respect to the Film which has been previously approved by Completion Guarantor, except with the consent of all parties affected thereby. Producer acknowledges and agrees that, in the event of a Takeover, Completion Guarantor does not assume Producer’s executory obligations, all of which Producer shall continue to be obligated to perform. Completion Guarantor agrees that it shall not knowingly interfere with Producer’s rights or its ability to perform its services concerning the Film; however, any reasonable actions taken by or at the direction of Completion Guarantor to advance and complete Production and Delivery during a Takeover shall be deemed not to be an interference with Producer’s rights or its ability to perform its services concerning the Film. 14.2.2 In the event of a Takeover, (a) Completion Guarantor shall be deemed to have been appointed Producer’s attorney-in-fact to do all acts and take all steps necessary to advance and complete Production and Delivery and otherwise to protect and enforce Completion Guarantor’s rights, remedies, powers, and defenses hereunder and to maintain, protect and preserve the Collateral; (b) the licensing or other acquisition and cost of any Pre-Existing Material for use in the Film shall be at the sole discretion of Completion Guarantor; (c) Producer shall and hereby undertakes to place the Production Ac...
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Takeover Rights. 1. If a Contracting Party or an agency designated by it makes a payment to its investors in accordance with the guarantees it has granted in respect of investment in the territory of the other Contracting Party, the latter Contracting Party shall recognize: (A) the transfer of any such investor's rights or claims to the first Contracting Party or its designated agency under a law or legal transaction in that country; and (B) that the first Contracting Party or its designated agency, having taken over investor's rights, is entitled to exercise the rights and claims of an investor and to undertake an investment commitment in the same amount as an investor. 2. Replaced rights and claims do not exceed the investor's original rights and claims.
Sample 1
Takeover Rights. At any time after the occurrence of any of the events set forth in sections 10(a) and 10(b), below, York shall have the right, to be exercised in its sole and exclusive discretion, to either issue directions and instructions regarding production of the Pilot, or to take over production of the Pilot. The events entitling York to exercise the aforesaid rights shall be the following: (a) If the projected cost of production in York's good faith judgment reasonably appears to exceed the approved budget by 10% (excluding over budget costs that are reimbursed by insurance, or caused by force majeure or a direct consequence of a third party breach of contract that is not induced or encouraged by Service Company); or (b) Service Company breaches any of the material terms and conditions hereof. If York exercises its right to issue directions and instructions or takes over the production of the Pilot, in keeping with the foregoing, Service Company shall fully and faithfully abide by and follow all such instructions issued in connection with the production of the Pilot and Service Company shall have no further creative approval and/or other production rights concerning production, post-production and/or distribution of the Pilot. If York exercises its takeover rights as aforesaid, Service Company shall immediately do all that is necessary to place at York's disposal and under York's control, all persons, production funds and other items of and concerning production of the Pilot.
Sample 1
Takeover Rights. A. If ATC fails to commence construction on the Theater Phase by December 31, 2022, ATC fails to achieve Substantial Completion of the Theater Phase by December 31, 2024, or this Agreement is terminated with respect to ATC for any reason, then TPR shall have the option of electing to assume the role of the Contracting Party with respect to the Theater Phase by providing written notice to the other Parties. Notwithstanding the foregoing, any assumption by TPR under this provision shall at all times be subject to the approval of the Oversight Committee.
Sample 1

Related to Takeover Rights

  • Takeover Laws No party hereto shall take any action that would cause the transactions contemplated by this Agreement to be subject to requirements imposed by any Takeover Law and each of them shall take all necessary steps within its control to exempt (or ensure the continued exemption of) the transactions contemplated by this Agreement from, or if necessary challenge the validity or applicability of, any applicable Takeover Law, as now or hereafter in effect.

  • Takeover Statutes If any Takeover Statute is or may become applicable to the Merger or the other transactions contemplated by this Agreement, the Company and its board of directors shall grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

  • Shareholder Rights With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

  • Anti-Takeover Laws In the event that any state anti-takeover or other similar Law is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, the Company, Parent and Acquisition Sub shall use their respective reasonable best efforts to ensure that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement and otherwise to minimize the effect of such Law on this Agreement and the transactions contemplated hereby.

  • Shareholder Rights Plans If the Company has a shareholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Takeover Statute If any Takeover Statute is or may become applicable to the Merger or the other transactions contemplated by this Agreement, each of Parent and the Company and its board of directors shall grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

  • Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

  • Anti-Takeover Statutes If any “control share acquisition,” “fair price,” “moratorium,” or other anti-takeover Law becomes or is deemed to be applicable to Parent, the Merger Sub, the Company, the Merger, or any other transaction contemplated by this Agreement, then each of the Company and the Company Board on the one hand, and Parent and the Parent Board on the other hand, shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover Law inapplicable to the foregoing.

  • Stockholder Rights Plans If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Shareholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

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