Actions of the Company Sample Clauses

Actions of the Company. All determinations, interpretations, rules, and decisions of the Company shall be conclusive and binding upon all persons having or claiming to have any interest or right under this Agreement.
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Actions of the Company. (a) The Company hereby consents to the Offer and represents that its Board of Directors, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) adopted and approved, and declared advisable, this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Delaware General Corporation Law (“DGCL”), (iii) approved and adopted an amendment to the Company Rights Agreement to render the Company Rights inapplicable to this Agreement, the Tender and Support Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, and (iv) subject to Section 5.2, resolved to recommend acceptance of the Offer (the “Offer Recommendation”) and approval and adoption of this Agreement and the Merger (the “Merger Recommendation”) by the Company’s stockholders. The Company hereby consents to the inclusion of the determinations and approvals described in clauses (i) through (iii) above in the Offer Documents and, to the extent that no Company Adverse Recommendation Change shall have occurred in accordance with Section 5.2, the Company hereby consents to the inclusion of the Offer Recommendation and the Merger Recommendation in the Offer Documents (it being understood that such consent shall not be deemed to limit the Company’s Board of Directors rights under Section 5.2); provided, further, that if there has been a Company Adverse Recommendation Change, such change shall be reflected in the Offer Documents or amendments or supplements thereto. The Company has been advised that all of its directors and executive officers who own Company Shares intend either to tender their shares of Company Shares pursuant to the Offer or to vote in favor of the Merger. The Company shall, or shall request its transfer agent to, promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Company Shares and lists of securities positions of Company Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and...
Actions of the Company. (a) The Company hereby approves of and consents to the Offer.
Actions of the Company. Whenever this Agreement requires the Company to take any action, such requirement shall be deemed to involve, with respect to actions to be taken at or prior to the Closing, an undertaking on the part of Seller to cause the Company to take such action and, with respect to actions to be taken after the Closing, an undertaking on the part of Buyer to cause the Company to take such action.
Actions of the Company. During the period (a) commencing on the date on which the Buy-Out Member requires the Members to determine the Fair Value of the Company pursuant to Section 21.6.1.1 and ending on either (i) the date on which the Buy-Out Interest Option Period lapses (if the Buy-Out Interest Option is not exercised) or (ii) the date on which the closing of the sale and purchase of the Buy-Out Interest pursuant to a valid exercise of the Buy-Out Interest Option occurs (if the Buy-Out Interest Option is exercised) or (b) commencing on the date of the Change in Control of the Change in Control Member and ending on the earlier to occur of (i) the date on which the closing of the sale and purchase of the Membership Interest pursuant to the Buy/Sell Option occurs and (ii) if the Buy/Sell Member fails to properly deliver the Valuation Notice, the date that is thirty (30) days after the ninety (90) day anniversary of the Change in Control of the Change in Control Member, the Members shall cause the Company to (a) operate in the ordinary course of business, (b) not take any action that would have the primary purpose of altering the Fair Value of the Company, and (c) not incur any additional indebtedness for borrowed money (other than trade payables in the ordinary course of business).
Actions of the Company. (a) Schedule 14D-9.
Actions of the Company. On and after the date of this Agreement, absent the written consent of every other Investor: (i) Full Alliance shall not, and shall cause each of Parent and Merger Sub not to, and each of Mx. Xx and Mx. Xxxxxxx Xxxxx shall cause Full Alliance not to, direct or request in writing that the Company or any Company Subsidiary take or omit to take any action, which action or omission (a “Prohibited Action or Omission”) would or would reasonably be expected to (x) cause the Company to be in breach of any representation, warranty, covenant or agreement under the Merger Agreement or (y) constitute, either alone or in combination with any other event, circumstance, change or effect, a Company Material Adverse Effect; and (ii) no Investor shall consent to any Prohibited Action or Omission in writing; provided, that nothing in this Section 1.1 shall prevent Mx. Xx or any director of the Company nominated by MSPEA from taking any action in his or her capacity as a director or officer (as the case may be) of the Company, if such person determines in good faith that failure to take such action is inconsistent with his or her fiduciary obligations.
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Actions of the Company. The Non-Stockholder Directors shall be entitled to require the Company to enforce any and all rights of the Company under this Agreement, and any amendment, modification, discharge or waiver of this Agreement by the Company shall only be valid if approved by a majority of the Non-Stockholder Directors.
Actions of the Company. To the extent that this Agreement contemplates actions to be taken by the Company, any officer engaging in such actions shall not be a party to the Proceeding in respect of which indemnification is sought.
Actions of the Company. Pending the Closing Date. The Sellers agree that from the date hereof until the Closing Date:
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