ELEVENTH. This Plan and Agreement shall become effective as of the date hereof, shall continue in force and effect until May 30th, 2001, and shall continue in force and effect from year to year thereafter, provided that such continuance is specifically approved at least annually by the board of directors of the Company and the Company's directors who are not "interested persons" (as defined in Section 2(a)(19) of the 1940 Act) of the Compaxx xxx xave no direct or indirect financial interest in the operation of this Plan and Agreement or in any agreements related to this Plan and Agreement (the "Independent Board Members") cast in person at a meeting called for such purpose, as contemplated by paragraphs (d) and (e) of Rule 12b-1 under the 1940 Act. Any amendment to this Plan and Agreement that requires the approval of the shareholders of Class K Shares pursuant to Rule 12b-1 under the 1940 Act shall become effective as to such Class K Shares upon the approval of such amendment by a "majority of the outstanding voting securities" (as defined in the 1940 Act) of such Clasx X Xxxxes, provided that the Board of Directors of the Company has approved such amendment.
ELEVENTH. This Plan and Agreement shall become effective as of the date hereof, shall continue in force and effect until May 31, 2001, and shall continue in force and effect from year to year thereafter, provided that such continuance is specifically approved at least annually by a majority of the Board of Directors of the Company and a majority of the Company's Independent Directors cast in person at a meeting called for such purpose, as contemplated by paragraphs (d) and (e) of Rule 12b-1 under the 1940 Act. Any amendment to this Plan and Agreement that requires the approval of the shareholders of Class A Shares pursuant to Rule 12b-1 under the 1940 Act shall become effective as to such Class A Shares upon the approval of such amendment by a "majority of the outstanding voting securities" (as defined in the 1940 Act) of such Clxxx X Xxares, provided that the Board of Directors of the Company has approved such amendment.
ELEVENTH. The Fund on behalf of the applicable Portfolio and the Distributor shall each comply with all applicable provisions of the 1940 Act, the Securities Act of 1933, as amended, and of all other federal and state laws, rules and regulations governing the issuance and sale of the Shares.
Examples of ELEVENTH in a sentence
ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.
This Plan and Agreement may not be amended to increase materially the amount of distribution expenses provided for in paragraph SECOND hereof unless such amendment is approved in the manner provided herein, and no material amendment to the Plan and Agreement shall be made unless approved in the manner provided for in the ELEVENTH paragraph hereof.
ELEVENTH: - The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever.
ELEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide.
ELEVENTH: The Board of Directors is expressly authorized to cause the Corporation to issue rights pursuant to Section 157 of the Delaware General Corporation Law and, in that connection, to enter into any agreements necessary or convenient for such issuance, and to enter into other agreements necessary and convenient to the conduct of the business of the Corporation.
More Definitions of ELEVENTH
ELEVENTH. To the holders of the Class A-1 Notes, accrued and unpaid interest at the related Note Interest Rate on the amount of any unreimbursed Class A-1 Realized Loss Amounts previously allocated to the Class A-1 Notes;
ELEVENTH. The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever.
ELEVENTH of Section 3.02 to “Distribution Date” shall be deemed to refer to such Scheduled Payment Date.
ELEVENTH. The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Series 1 Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation.
ELEVENTH. Upon the Effective Date:
ELEVENTH. For purposes of Section 500 of the California Corporations Code (to the extent applicable), in connection with any repurchase of shares of Common Stock permitted under the Certificate of Incorporation from employees, officers, directors or consultants of the Corporation in connection with a termination of employment or services pursuant to agreements or arrangements approved by the Board (in addition to any other consent required under the Certificate of Incorporation), such repurchase may be made without regard to any “preferential dividends arrears amount” or “preferential rights amount” (as those terms are defined in Section 500 of the California Corporations Code). Accordingly, for purposes of making any calculation under California Corporations Code Section 500 in connection with such repurchase, the amount of any “preferential dividends arrears amount” or “preferential rights amount” (as those terms are defined therein) shall be deemed to be zero (0). * * * * *
ELEVENTH. The Trustee or any other designated fiduciaries shall not knowingly and 24 willfully, or negligently – 26 (A) Disclose any information to any interested party or any representative of an 27 interested party with respect to this Trust that may not be disclosed pursuant to any provision or 28 requirement of Title I of the Act (and the regulations thereunder) or this Trust; 30 (B) Acquire any holding: 1 (1) directly from an interested party or any representative of an interested party 2 without the prior written approval of the Director of the U.S. Office of Government Ethics, or 4 (2) the ownership of which is prohibited by, or not in accordance with, Title I of 5 the Act (and the regulations thereunder), the terms of this Trust, or other applicable statutes and 8 (C) Solicit advice from any interested party or any representative of an interested 9 party with respect to this Trust, which solicitation is prohibited by any provision or requirement 10 of Title I of the Act (and the regulations thereunder) or this Trust; or 12 (D) Fail to file any document required by Title I of the Act (and the regulations 13 thereunder) or this Trust. 15 TWELFTH: The Settlor shall not knowingly and willfully, or negligently – 17 (A) Solicit or receive any information with respect to this Trust that may not be 18 disclosed pursuant to any provision or requirement of Title I of the Act (and the regulations 19 thereunder) or this Trust, or 21 (B) Fail to file any document required by Title I of the Act (and the regulations 22 thereunder). 24 THIRTEENTH [Optional provision]: Subject to such amounts as the Trustee may from 25 time to time reserve for the payment of such income taxes as may be due and payable by the 26 Trust, and for payment of expenses and compensation as provided for in this Trust, during the 27 Trust Term the Trustee shall pay to the Settlor $_ at the beginning of each month. 29 FOURTEENTH: In addition to the rights, duties, and powers conferred upon the Trustee by 30 law, the Trustee shall have the following powers, rights, and discretion with respect to any Trust 31 property held by it: 2 (A) To sell, exchange, or otherwise dispose of the property in such manner and 3 upon such terms as the Trustee in its sole discretion shall deem appropriate;