THIRTEENTH. The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board. The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class).
THIRTEENTH. This Plan and Agreement shall become effective as of the date hereof, shall continue in force and effect until August 23, 2001, and shall continue in force and effect from year to year thereafter, provided that such continuance is specifically approved at least annually (a)(i) by the Board of Directors of the Company or (ii) by the vote of a majority of the Funds' outstanding voting securities of Class B Shares (as defined in Section 2(a)(42) of the 1940 Act), and (b) by vote of a majority of the Company's directors who are not parties to this Plan and Agreement or "interested persons" (as defined in Section 2(a)(19) of the 1940 Act) of any party xx xxxx Plan and Agreement ("Independent Directors") cast in person at a meeting called for such purpose. Any amendment to this Plan and Agreement that requires the approval of the shareholders of Class B Shares pursuant to Rule 12b-1 under the 1940 Act shall become effective as to such Class B 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.
THIRTEENTH. This Certificate of Incorporation shall be effective at [a.m.]/[p.m.] on , 2013.] THE UNDERSIGNED, being duly authorized to sign on behalf of the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate, hereby declaring and certifying that this is the act or deed of the incorporator and the facts herein stated are true, and accordingly have hereunto set his hand this day of , 2013. ANCHOR BANCORP WISCONSIN INC. Name: Title: These Disclosure Schedules are being furnished by Anchor BanCorp Wisconsin Inc., a Wisconsin corporation (the “Company” or “ABCW”), in connection with the execution and delivery of that certain Stock Purchase Agreement (the “Agreement”), dated as of the date hereof, by and between the Company and the undersigned entity. Unless the context otherwise requires, all capitalized terms used in these Disclosure Schedules have the respective meanings set forth in the Agreement. These Disclosure Schedules are arranged in sections corresponding to the numbered and lettered sections contained in the Agreement; provided that information which is reasonably apparent on its face that it relates to another provision of this Agreement, shall also be deemed to be Previously Disclosed with respect to such other provision. The headings contained in these Disclosure Schedules are included for convenience only and are not intended to limit the effect of the disclosures contained in these Disclosure Schedules or to expand the scope of the information required to be disclosed in these Disclosure Schedules. The mere inclusion of an item in these Disclosure Schedules or any additional disclosures shall not be deemed an admission that such item represents, individually or in the aggregate, a material exception or material fact, event, or circumstance or that such item would reasonably be expected to have a Material Adverse Effect. Matters or items reflected on these Disclosure Schedules are not necessarily limited to the matters required by the Agreement to be disclosed herein. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature.
Examples of THIRTEENTH in a sentence
THIRTEENTH: - The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board.
Notwithstanding the foregoing, no such amendment that requires the approval of the shareholders of Class B Shares of a Company shall become effective as to such Class B Shares until such amendment has been approved by the shareholders of such Class B Shares in accordance with the provisions of the THIRTEENTH paragraph of this Plan and Agreement.
This Plan and Agreement may not be amended to increase materially the amount of distribution expenses provided for in Schedule B hereof unless such amendment is approved in the manner provided in the second paragraph of the THIRTEENTH paragraph, and no material amendment to the Plan and Agreement shall be made unless approved in the manner provided for in the first paragraph of the THIRTEENTH paragraph hereof.
THIRTEENTH OCEAN ADMINISTRATION GMBHAddress: Schottweg 5, Hamburg, Germany, 22087.
Notwithstanding any other provision of law, this Restated Certificate of Incorporation or the By-Laws of the Corporation, as amended, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least seventy-five percent (75%) of the shares of capital stock of the Corporation issued and outstanding and entitled to vote shall be required to amend or repeal, or to adopt any provision inconsistent with this Article THIRTEENTH.
More Definitions of THIRTEENTH
THIRTEENTH. The surety or its representatives shall have the right to examine the credit history, department of motor vehicle records, employment history, books and records of the undersigned or the assets covered by the bond, or the assets pledged as collateral for the bond. Privacy notice: All nonpuplic personal information gathered pursuant to the application shall not be disclosed except as permitted by law.
THIRTEENTH. The Board of Directors, each committee of the Board of Directors and each individual director, in discharging their respective duties under applicable law and this Certificate of Incorporation and in determining what they each believe to be in the best interests of the Corporation and its stockholders, may consider the effects, both short- term and long-term, of any action or proposed action taken or to be taken by the Corporation, the Board of Directors or any committee of the Board on the interests of (i) the employees, associates, associated physicians, distributors, patients or other customers, suppliers or creditors of the Corporation and its subsidiaries and (ii) the communities in which the Corporation and its subsidiaries own or lease property or conduct business, all to the extent that the Board of Directors, any committee of the Board of Directors or any individual director deems pertinent under the circumstances (including the possibility that the interests of the Corporation may best be served by the continued independence of the Corporation); provided, however, that the provisions of this Article Thirteenth shall not limit in any way the right of the Board of Directors to consider any other lawful factors in making its determinations, including, without limitation, the effects, both short-term and long-term, of any action or proposed action on the Corporation or its stockholders directly; and provided further, that this Article Thirteenth shall be deemed solely to grant discretionary authority to the Board of Directors, each committee of the Board of Directors and each individual director and shall not be deemed to provide to any specific constituency any right to be considered.
THIRTEENTH. The parties hereto agree that it is their intention and covenant that this Agreement and the performance hereunder shall be construed in accordance with and under the laws of the State of Missouri and that the terms hereof may be enforced in any court of competent jurisdiction in an action for specific performance which may be instituted under this Agreement. FOURTEENTH: EMPLOYER indemnifies and holds harmless EMPLOYEE from any claims of any type against EMPLOYER that arise prior to the date of the commencement of this Agreement.
THIRTEENTH. Any controversy or any claim of any kind arising out of or relating to this Agreement, including but not limited to, any claim relating to its validity, interpretation, enforceability or breach, or any claims related to the breach of any state, federal, or local laws prohibiting any form of discrimination, which is not settled by agreement between the Parties, shall be settled by arbitration in accordance with the employment rules of the American Arbitration Association, supplemented by the California Rules of Discovery. The Parties agree that the arbitration will be a binding arbitration. It is further understood and agreed that if, at any time, a violation of any term of this Agreement is asserted by any party hereto, that party shall have the right to seek specific performance of that term and/or any other necessary and proper relief, including, but not limited to, damages, from an arbitrator, and the prevailing parties shall be entitled to recover its reasonable costs and attorneys' fees. The arbitrator shall be selected by mutual agreement of the parties.
THIRTEENTH. Any notice under this Agreement shall be in writing, addressed and delivered, or mailed postage prepaid, to the other party at such address as the other party may designate for the receipt of notices. Until further notice to the other party, it is agreed that the address of the Distributor shall be 00000 Xxxx Xxxx, Suite 1300, Dallas, Texas 75240, and the address of the Fund shall be 0000 XxxXxxxxx Xxxx., Xxxxx 000, Xxxxxxxxxx X.X., 00000
THIRTEENTH. Any notice under this Agreement shall be in writing, addressed and delivered, or mailed postage prepaid, to the other party at such address as the other party may designate for the receipt of notices. Until further notice to the other party, it is agreed that the address of the Distributor shall be 5000 Quorum Drive, Suite 620, Dallas, Texas 75240, and the address xx xxx Xxxx xxxxx xx 0000 XxxXxxxxx Xxxx., Xxxxx 001, Washington D.C., 20007
THIRTEENTH. Any notice under this Agreement shall be in writing, addressed and delivered, or mailed postage prepaid, to the other party at such address as the other party may designate for the receipt of notices. Until further notice to the other party, it is agreed that the addresses of both the Trust and the Distributor shall be 11 Gxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000.