Voting before Enforcement Sample Clauses

Voting before Enforcement. At any time prior to the Charges becoming enforceable in accordance with Clause 8.1, Chargor shall be entitled to exercise or direct the exercise of the voting and other rights attached to any Securities as it sees fit provided that the exercise of or failure to exercise those rights would not have an adverse effect on the value of the relevant Securities or the Charged Assets and would not otherwise prejudice the interests of Investor under any Transaction Document other than contemplated by the Existing Indebtedness, Permitted Indebtedness, Share Purchase, A/B Exchange and other matters in connection with the Privatization, Merger and the Restructuring, or unless otherwise pursuant to the prior written consent of Investor.
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Voting before Enforcement. Subject to Clause 4.3 (Voting after Enforcement), the Pledgor shall be entitled to exercise the voting rights attached to any Share as it sees fit where: -------------------------------------------------------------------------------- A03313412/1.0/05 Aug 2003 4.2.1 it does so for a purpose not inconsistent with the Facility Agreements; and 4.2.2 the exercise of those rights would not have an adverse effect or the failure to exercise would have an adverse effect on the value of the relevant Shares or the Pledged Assets and would not otherwise prejudice the interests of the Lender (as defined in the Facility Agreements) under the Facility Agreements.
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Voting before Enforcement. At any time prior to the delivery to the Assignor by the Security Agent of a Voting Notice, the Assignor shall be entitled to exercise or direct the exercise of the voting and other rights attached to any Charged Share, provided that: (a) it does so for a purpose not inconsistent with any Finance Document; and (b) the exercise of or, as the case may be, the failure to exercise those rights would not affect the fundamental characteristics or have an adverse effect on the value of the relevant Charged Shares or the Security Assets II or the ability of the Security Agent to realise the Security Interests II and would not otherwise prejudice the interests of any Secured Party II under any Finance Document.
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Voting before Enforcement. At any time prior to the service of an Enforcement Notice, the Chargor shall be entitled to exercise or direct the exercise of the voting and other rights attached to any Shares as it sees fit.
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Voting before Enforcement. Subject to Clause 5.2 (Voting after enforcement), the Chargor shall be entitled to exercise or direct the exercise of the voting and other rights attached to any Share Collateral as it sees fit.
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Voting before Enforcement. Subject to Clause 4.3 (Voting after enforcement), the Pledgor shall be entitled to exercise or direct the exercise of the voting and other rights attached to any Share or PEC, as the case may be, provided however that no vote shall be cast, or consent, waiver or ratification given or action taken, which would, in the reasonable opinion of the Pledgee:
Sample 1
Voting before Enforcement. Subject to Clause 4.3 (Voting after Enforcement) and the Trust Deed, the Pledgor shall be entitled to exercise the voting rights attached to any Share as it sees fit where: 4.2.1 it does so for a purpose not inconsistent with the Trust Deed; and 4.2.2 either (a) the exercise of those rights would not have an adverse effect or the failure to exercise would have an adverse effect on the value of the relevant Shares or the Pledged Assets and would not otherwise prejudice the interests of the Noteholders under the Trust Deed, or (b) the Pledgor is so permitted pursuant to Condition 9(a) of the Conditions.
Sample 1
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Related to Voting before Enforcement

  • Law Enforcement 24.1 Each Party may cooperate with law enforcement authorities and national security authorities to the full extent required or permitted by Applicable Law in matters related to Services provided by it under this Agreement, including, but not limited to, the production of records, the establishment of new lines or the installation of new services on an existing line in order to support law enforcement and/or national security operations, and, the installation of wiretaps, trap-and-trace facilities and equipment, and dialed number recording facilities and equipment. 24.2 A Party shall not have the obligation to inform the other Party or the Customers of the other Party of actions taken in cooperating with law enforcement or national security authorities, except to the extent required by Applicable Law. 24.3 Where a law enforcement or national security request relates to the establishment of lines (including, but not limited to, lines established to support interception of communications on other lines), or the installation of other services, facilities or arrangements, a Party may act to prevent the other Party from obtaining access to information concerning such lines, services, facilities and arrangements, through operations support system interfaces.

  • Specific Enforcement Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

  • Non-Judicial Enforcement The Administrative Agent may enforce its rights hereunder without prior judicial process or judicial hearing, and to the extent permitted by law, each Grantor expressly waives any and all legal rights which might otherwise require the Administrative Agent to enforce its rights by judicial process.

  • Application for Enforcement In the event the Company fails to make timely payments as set forth in Sections 6 or 7(b) above, Indemnitee shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing Indemnitee’s right to indemnification or advancement of expenses pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden of proof shall be on the Company to prove that indemnification or advancement of expenses to Indemnitee is not required under this Agreement or permitted by applicable law. Any determination by the Company (including its Board of Directors, stockholders or independent counsel) that Indemnitee is not entitled to indemnification hereunder, shall not be a defense by the Company to the action nor create any presumption that Indemnitee is not entitled to indemnification or advancement of expenses hereunder.

  • GOVERNING LAW & ENFORCEMENT The terms of this Settlement Agreement shall be governed by the laws of the State of California and apply within the State of California. For purposes of this Settlement Agreement only, the Settling Entity stipulates that the Superior Court of California shall have personal jurisdiction over it for the limited and sole purpose of an action to enforce the terms of this Settlement Agreement, brought without joinder of other claims. As an expressed condition of this Settlement Agreement, the Settling Entity waives any exemptions under California Health & Safety Code §25249.6

  • Restriction on Enforcement Hedge Counterparties

  • Limitation on Enforcement The Lenders agree that this Guaranty may be enforced only by the action of the Administrative Agent acting upon the instructions of the Required Lenders and that no Lender shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit of the Lenders under the terms of this Credit Agreement. The Lenders further agree that this Guaranty may not be enforced against any director, officer, employee or stockholder of the Guarantors.

  • Contract Enforcement Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED TO A, B2, 5-7. Enforcement of Contract and Dispute Resolution Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED 1) Vendor and DIR agree to the following: (i) a party’s failure to require strict performance of any provision of the Contract shall not waive or diminish that party’s right thereafter to demand strict compliance with that or any other provision, (ii) for disputes not resolved in the normal course of business, the dispute resolution process provided for in Chapter 2260, Texas Government Code, shall be used, and (iii) actions or proceedings arising from the Contract shall be heard in a state court of competent jurisdiction in Xxxxxx County, Texas. 2) Disputes arising between a Customer and the Vendor shall be resolved in accordance with the dispute resolution process of the Customer that is not inconsistent with subparagraph A.1 above. DIR shall not be a party to any such dispute unless DIR, Xxxxxxxx, and Vendor agree in writing. 3) State agencies are required by rule (34 TAC §20.1115) to report vendor performance through the Vendor Performance Tracking System (VPTS) on every purchase over $25,000. 1) Termination for Non-Appropriation a) Termination for Non-Appropriation by Customer

  • Severability; Enforcement If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.

  • Remedies and Enforcement Secured Party shall have and may exercise any and all rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of Michigan, to the extent permitted by applicable law, on the date of this Stock Pledge or the date of Company's default together with any and all other rights and remedies otherwise provided and available to Secured Party by law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's discretion, Secured Party may: (1) Apply any of the Collateral against any of the Indebtedness secured hereby; (2) Waive any default, or remedy any default in any reasonable manner, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (3) Without any notice to Company, notify any parties obligated on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company will, at its own expense, notify any parties obligated to Company on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder. Company agrees that Secured Party shall not be liable for any loss or damage which Company suffers or may suffer as a result of Secured Party's processing of items or its exercise of any other rights or remedies under this Stock Pledge, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with Company arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured Party) or the exercise of any other rights or remedies hereunder. Company further agrees to indemnify and hold Secured Party harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' fees.

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