Understandings of Headwaters and Rentech Sample Clauses

Understandings of Headwaters and Rentech. Each of Headwaters and Rentech shall use commercially reasonable efforts, and the Company shall reasonably cooperate therewith, to obtain the consents and waivers referred to in Section 1.7(a). If prior to Closing the parties shall have not received a consent or waiver necessary for the transfer to the Company of any Assigned Contract, the failure to obtain such consent or waiver shall not prevent the Closing. In such case, the Closing of the transactions contemplated by this Contribution Agreement shall not constitute a transfer or any attempted transfer thereof. Rather, following the Closing, the parties shall use commercially reasonable efforts, and cooperate with each other, to obtain promptly such consent or waiver; provided that none of Headwaters, Rentech, or the Company shall be required to pay any material consideration therefor or incur any material liability or obligation in connection therewith. To the extent that any such Assigned Contract cannot be transferred because a consent or waiver was not obtained, until such consent or waiver is obtained, the Company, Headwaters and Rentech, as applicable shall cooperate with each other in any reasonable and lawful arrangements (including subleasing or subcontracting if permitted) to provide to the Company the full economic (taking into account Tax costs and benefits) and operational benefits and liabilities of use of any such Assigned Contract (such arrangement being hereinafter referred to as an “Alternative Arrangement”). Once such consent or waiver relating to the transfer of an Assigned Contract not transferred at the Closing is obtained, Headwaters or Rentech, as applicable, shall promptly transfer or cause to be transferred, such Assigned Contract to the Company for no additional consideration. If a consent or waiver relating to the transfer of an Assigned Contract is not obtained, and if Headwaters or Rentech, as applicable, and the Company are unable to otherwise enter into an Alternative Arrangement with respect thereto, the Capital Account of Headwaters or Rentech, as applicable shall be adjusted to reflect the elimination of such Assigned Contract.
Sample 1
AutoNDA by SimpleDocs

Related to Understandings of Headwaters and Rentech

  • Headings of No Effect The paragraph headings contained in this Agreement are included solely for convenience of reference and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement.

  • Meetings of the Partners (a) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by a Majority in Interest of the Outside Limited Partners. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven days nor more than 30 days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote or Consent of Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.03(b) hereof.

  • Notice of Meetings of Members (a) Notice, stating the place, day and hour of any meeting of the Members, as determined by the Board, and the purpose or purposes for which the meeting is called, as determined by the Board, shall be delivered by the Company not less than 5 calendar days nor more than 60 calendar days before the date of the meeting, in a manner and otherwise in accordance with the terms herein to each Record Holder who is entitled to vote at such meeting. Such further notice shall be given as may be required by Delaware or applicable federal law or any exchange on which any Shares are then listed. Only such business shall be conducted at a meeting of Members as shall have been brought before the meeting pursuant to the Company’s notice of meeting. Any previously scheduled meeting of the Members may be postponed, and any meeting of the Members may be canceled, by resolution of the Board upon public notice given prior to the date previously scheduled for such meeting of the Members.

  • Place of Meetings All meetings of the shareholders shall be held at the principal office of the Trust or at such other place within the United States as shall be designated by the Trustees or the President of the Trust.

  • Indemnification of Company, Directors and Officers and Selling Stockholders Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Stockholder and each person, if any, who controls any Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Meetings of Stockholders Meetings of stockholders may be held within or outside of the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside of 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 Bylaws of the Corporation.

  • Meetings of Members (a) Actions requiring the vote of the Members may be taken at any duly constituted meeting of the Members at which a quorum is present. Meetings of the Members may be called by the Board or by Members holding Units with an aggregate Net Asset Value of 25% or more of the aggregate Net Asset Value of all Units, and may be held at such time, date and place as the Board shall determine. The Board shall arrange to provide written notice of the meeting, stating the date, time, and place of the meeting and the record date therefore, to each Member entitled to vote at the meeting within a reasonable time prior thereto. Failure to receive notice of a meeting on the part of any Member shall not affect the validity of any act or proceeding of the meeting, so long as a quorum shall be present at the meeting, except as otherwise required by applicable law. Only matters set forth in the notice of a meeting may be voted on by the Members at a meeting. The presence in person or by proxy of Members holding a majority of the aggregate Net Asset Value of all Units as of the record date shall constitute a quorum at any meeting. In the absence of a quorum, a meeting of the Members may be adjourned by action of the Members holding a majority, by aggregate Net Asset Value, of the Units present in person or by proxy without additional notice to the Members. Except as otherwise required by any provision of this Agreement or of the 1940 Act, (i) those candidates receiving a plurality of the votes cast at any meeting of Members shall be elected as Managers and (ii) all other actions of the Members taken at a meeting shall require the affirmative vote of Members holding a majority of the total number of votes eligible to be cast by those Members who are present in person or by proxy at such meeting.

  • Indemnification of Company, Directors and Officers and Selling Shareholders Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • UNDERTAKINGS OF THE PLEDGOR Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee:

Time is Money Join Law Insider Premium to draft better contracts faster.