Necessary Acts definition

Necessary Acts. Means, in relation to the results whose obtainment is required, all measures that are reasonable in business terms and which, within the legal authority of the Party in charge of performing those “Necessary Acts” is pertinent for the purposes of obtaining such result. Such measures include, without limitation, (a) attending the corresponding meetings and casting votes with respect to all of the shares of which the Party obligated to perform the “Necessary Acts” owns; (b) instructing the directors appointed by or at the proposal of such Party to convene meetings of the board of directors and/or meetings and to vote favorably in meetings of the board of directors and/or make entries into the corporate books and pertinent registries, and to make presentations and/or notifications to Caja de Valores S.A., the CNV, the Buenos Aires Stock Exchange, the SEC, the Inspectorate General of Justice and any other authority or body which is necessary in order to obtain the result sought, and which are performed pursuant hereto or to order that they be removed from their positions if they do not perform such acts or do not act pursuant hereto; (c) preparing, executing, and/or signing documents, presentations and notifications and/or registrations or similar acts that are required in order to reach the aforementioned result.
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Necessary Acts. Means, in relation to the results whose obtainment is required, all measures that are reasonable in business terms and which, within the legal authority of the Party in charge of performing those “Necessary Acts” is pertinent for the purposes of obtaining such result. Such measures include, without limitation, (a) attending the corresponding meetings and casting votes with respect to all of the shares of which the Party obligated to perform the “Necessary Acts” owns; (b) instructing the Directors appointed by or at the proposal of such Party to convene meetings of the board of directors and/or meetings and to vote favorably in meetings of the board of directors and/or make entries into the corporate books and pertinent registries, and to make presentations and/or notifications to Caja de Valores S.A., the CNV, the Buenos Aires Stock Exchange, the SEC, the Inspectorate General of Justice, the ADR depositary and any other authority or body which is necessary in order to obtain the result sought, and which are performed pursuant hereto or to order that they be removed from their positions if they do not perform such acts or do not act pursuant hereto; (c) preparing, executing, and/or signing documents, presentations and notifications and/or registrations or similar acts that are required in order to reach the aforementioned result; (d) adoption by the Parties of other legitimate and suitable means to prevent third parties alien to this Agreement from jeopardizing the effectiveness of its provisions, as well as to give instructions and recommendations to the directors designated by or proposed by the Party in relation to such measures to defend the Agreement.
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Necessary Acts. The parties will promptly do all things reasonably necessary of them to give full effect to this clause 6. They must do so at their own expense.
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Examples of Necessary Acts in a sentence

  • Section 15 shall be deleted in its entirety and replaced with the following language: Necessary Acts.

  • Section 1(c) of the Warrant is hereby deleted in its entirety.5 Necessary Acts.

  • Section 12 above shall be deleted in its entirety and replaced with the following language: Necessary Acts.

  • All Necessary Acts: Any member individually or all members jointly and Officers of this LLC are authorized to perform all acts necessary to perfect the organization of this LLC and to carry out its business operations expeditiously and efficiently.

  • The Parties undertake to perform all the Necessary Acts to amend the Company’s corporate bylaws if necessary for the effectiveness of this Clause.

  • The Parties agree to take all the Necessary Acts for the decisions that involve the approval of any of the matters stipulated in Clause 4.3 not to be adopted by the Company if they do not have the favorable vote or express consent of the representative of Grupo Repsol YPF and the representative of PESA for the approval of the specific proposal to be approved by the appropriate body of the Company pursuant to the Company’s corporate bylaws and the applicable laws.

  • Consequently, Repsol YPF, undertakes to perform the Necessary Acts so its subsidiary companies do not make any claim against the Company for any act, event, or omission caused or occurring prior to the signing hereof.

  • The Parties shall attempt through the exercise of their voting rights within the General Meeting or on the Board of Directors, as applicable, to have the Company adopt and execute the Necessary Acts to allow a public offering for sale that would allow certain shares owned by Grupo Repsol YPF to be listed for trading on regulated securities markets (hereinafter, the “OPV”).

  • The Parties shall perform the Necessary Acts for the Board of Directors, the Audit Committee, the Executive Committee and the Management Committee of the Company to be comprised at all times in the manner indicated in Clause 5, and for the positions and functions stipulated in this Clause 5 to be distributed at all times in the manner indicated in such Clause 5.

  • The Parties undertake to take all the Necessary Acts (including, without limitation, not attending or attending and voting against in the general meeting) to prevent the adoption of any agreement related to a Special Matter that has not been previously agreed by the Parties.

Related to Necessary Acts

  • Necessary Action means, with respect to a specified result, all actions necessary to cause such result, including (i) voting or providing a written consent or proxy with respect to the Common Stock, (ii) causing the adoption of stockholders’ resolutions and amendments to the organizational documents of the Company, (iii) executing agreements and instruments, and (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

  • STATUTORY ACTS means all the State and Central Government statutes and regulations effecting the operation of the services under this Agreement as may be in force from time to time and shall particularly include but not be limited to the following;

  • necessary skills means skills and experience, other than professional qualifications, specified by the Corporation as appropriate for members to have;

  • Necessary Authorizations means all approvals and licenses from, and all filings and registrations with, any governmental or other regulatory authority, including, without limiting the foregoing, the Licenses and all approvals, licenses, filings and registrations under the Communications Act, necessary in order to enable the Borrower and its Subsidiaries to own, construct, maintain, and operate communications tower facilities and to invest in other Persons who own, construct, maintain, manage and operate communications tower facilities.

  • Ministerial acts means those acts that a licensee may

  • Acts means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the Company;

  • Disciplinary Action means any action that can be taken on the completion of / during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.

  • Additional Documents has the meaning specified therefor in Section 5.12 of the Agreement.

  • Infirm Power means electricity injected into the grid prior to the commercial operation of a unit or block of the generating station;

  • Company Organizational Documents means the Certificate of Incorporation and Bylaws of the Company and any other organizational documents of the Company and any of its Subsidiaries, each as amended.

  • Parent Organizational Documents means the certificate of incorporation, bylaws (or equivalent organizational or governing documents), and other organizational or governing documents, agreements or arrangements, each as amended to date, of each of Parent and Acquisition Sub.

  • Information Acts means the Data Protection Legislation, FOIA and the EIR, as amended from time to time; Intellectual Property Rights or IPRs means copyright, rights related to or affording protection similar to copyright, rights in databases, patents and rights in inventions semi-conductor topography rights, trade marks, rights in internet domain names and website addresses and other rights in trade names, designs, know-how, trade secrets and any modifications, amendments, updates and new releases of the same and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

  • New Organizational Documents means the documents providing for corporate governance of New Valaris Holdco and the Reorganized Debtors, including charters, bylaws, operating agreements, or other organizational documents or shareholders’ agreements, as applicable, consistent with section 1123(a)(6) of the Bankruptcy Code (as applicable).

  • Perform means that the Contractor, at Contractor’s expense, shall take all actions necessary to complete The Work, including furnishing of necessary labor, tools, and equipment, and providing and installing Materials that are indicated, specified, or required to complete such performance.

  • Necessary preconstruction approvals or permits means those permits or approvals required under federal air quality control laws and regulations and those air quality control laws and regulations which are part of the applicable State Implementation Plan.

  • Necessary Personal Effects means items such as clothing and toiletry items, which are included in the Insured’s Baggage and are required for the Insured’s Trip.

  • Corporate Documents means the Company’s Certificate of Incorporation, as amended and/or its Bylaws, as amended.

  • Consumer-owned utility means a municipal electric utility

  • Companies Acts means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company;

  • Planning Acts means the Town and Country Planning Xxx 0000, the Planning (Listed Buildings and Conservation Areas) Xxx 0000, the Planning (Hazardous Substances) Xxx 0000, the Planning (Consequential Provisions) Xxx 0000 and the Planning and Compensation Xxx 0000;

  • Securities Acts means the Securities Act of 1933 and the Securities Exchange Act of 1934.

  • Necessary Consents means planning permission and all other consents, licences, permissions and approvals whether of a public or private nature which shall be relevant in the context;

  • Material Documents has the meaning set forth in Section 5.23.

  • Essential functions means the fundamental job duties of the employment position the individual with a disability holds or desires. "Essential functions" does not include the marginal functions of the position.

  • Retaliatory action means action which includes, but is not limited to, the refusal to continue an agreement, or a material reduction in the quality of service or quantity of products available to a wholesaler under an agreement, which refusal or reduction is not made in good faith.

  • External dose means that portion of the dose equivalent received from any source of radiation outside the body.