Action by the Sample Clauses

Action by the. Trust under paragraph (a) above may be taken either (i) by vote of a majority of the Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

Action by the. Primary Sponsor or a Plan Sponsor. Any action to be ----------------------------------------------- taken by the Primary Sponsor or a Plan Sponsor shall be taken by resolution or written direction duly adopted by its board of directors or appropriate governing body, as the case may be; provided, however, that by such resolution or written direction, the board of directors or appropriate governing body, as the case may be, may delegate to any officer or other appropriate person of a Plan Sponsor the authority to take any such actions as may be specified in such resolution or written direction, other than the power to amend, modify or terminate the Plan or to determine the basis of any payment obligations of any Plan Sponsor.

Action by the. Oversight Committee taken at Oversight Committee meetings shall require the affirmative vote of a majority of those Members voting (either in person or by proxy), provided that a quorum is present.

Action by the. Company All actions required or permitted to be taken under any of the Stock Agreements by the Company, including without limitation, exercise of discretion, consents, waivers, and amendments to any of the Agreements, shall be made and authorized only by the President or by his or her representative specifically authorized to fulfill these obligations under the Stock Agreements.

Action by the. EMPLOYER Whenever the Employer under the terms of the Plan is permitted or required to do or perform any act or matter or thing, it shall be done and performed by a person duly authorized by its legally constituted authority.

Action by the. Administrative Agent and the Documentation -------------------------------------------------------- Agents. ------ (a) The Administrative Agent and the Documentation Agents shall be entitled to use their discretion with respect to exercising or refraining from exercising any rights which may be vested in them by, and with respect to taking or refraining from taking any action or actions which they may be able to take under, or in respect of, this Agreement, unless the Administrative Agent or either Documentation Agent shall have been instructed by the Majority Banks to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Administrative Agent shall not exercise any rights under Section 8.2(a) or 8.2(c) of this Agreement without the request of the Majority Banks. Each Administrative Agent and each Documentation Agent shall not incur any liability under, or in respect of, this Agreement with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction. (b) Neither the Administrative Agent nor any Documentation Agent shall be liable to the Banks or to any Bank in acting or refraining from acting under this Agreement in accordance with the instructions of the Majority Banks, and any action taken or failure to act pursuant to such instructions shall be binding on all Banks.