Acts of the Company Requiring Sample Clauses

Acts of the Company Requiring a Majority of Preferred Share Approval. Any action (whether by amendment of the Company’s Memorandum and/or Articles of Association or otherwise, and whether in a single transaction or a series of related transactions) that effects or approves any of the following transactions involving the Company or any of its Subsidiaries shall require the written approval of, in addition to a Board resolution duly passed, the holder(s) of not less than a majority of the Preferred Shares then outstanding (voting together as a class, on an as-converted basis), and in the context of any matter set forth in this Section 6.1 which is by the Statute required to be determined by the members of the Company, the approval of the holders of the Preferred Shares shall be deemed obtained if the matter is approved at a general meeting of the Company with the affirmative vote of not less than a majority of the Preferred Shares (voting together as a class, on an as-converted basis) or by way of a written resolution signed by the holder(s) of not less than seventy-five percent (75%) of the Preferred Shares (calculated on an as-converted basis): (a) Cease to conduct or carry on the business of the Company and/or its Subsidiaries substantially as now conducted or, in the case of a Subsidiary of the Company, as conducted at the time it became a Subsidiary of the Company or any material change of its business; (b) Sell or dispose of the whole or a substantial part of the undertaking goodwill or material assets of the Company and/or any of its Subsidiaries; (c) Make any distribution of profits amongst the shareholders by way of dividend, (interim and final) capitalization of reserves or otherwise; (d) Appoint, hire, terminate, or settle the terms of appointment of Chief Executive Officer (CEO); (e) Settle or alter the terms of any bonus (other than as approved in the annual budget) or profit sharing scheme or any employee share option or share participation scheme; (f) Acquire any investment or incur any commitment in excess of US$7.5 million at any time in respect of any one transaction or in excess of US$25 million at any time in related transactions in any financial year of the Company and/or any of its Subsidiaries; (g) Borrow any money or obtain any financial facilities (including but not limited to factoring, facility letters, undertakings, guarantees, indemnities, comfort letters, etc.,) except pursuant to trade facilities obtained from banks or other financial institutions not excee...
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Related to Acts of the Company Requiring

  • Technology Requirements The Customer is required to obtain and maintain, at the Customer’s own expense, compatible Electronic Channels, hardware, operating systems, and software approved for such use by Royal Bank, and which are up-to-date and unaltered from manufacturer specifications. Royal Bank is not responsible for, and makes no representations or warranties of any nature, with respect to any such Electronic Channels, hardware, operating systems, and software provided by any other Person. Royal Bank has the right, in its sole discretion, without notice, to make changes to this Service from time to time which may result in the Customer’s Electronic Channels, hardware, operating systems, and software no longer being compatible with this Service, and in such event, Royal Bank will have no responsibility or liability to the Customer or any other Person.

  • Policy Requirements All of the policies of insurance referred to in this Article XIII shall be written in form reasonably satisfactory to Landlord and any Facility Mortgagee and issued by insurance companies with a minimum policyholder rating of “A-” and a financial rating of “VII” in the most recent version of Best’s Key Rating Guide, or a minimum rating of “BBB” from Standard & Poor’s or equivalent. If Tenant obtains and maintains the general liability insurance described in Section 13.1(e) above on a “claims made” basis, Tenant shall provide continuous liability coverage for claims arising during the Term. In the event such “claims made” basis policy is canceled or not renewed for any reason whatsoever (or converted to an “occurrence” basis policy), Tenant shall either obtain (a) “tail” insurance coverage converting the policies to “occurrence” basis policies providing coverage for a period of at least three (3) years beyond the expiration of the Term, or (b) an extended reporting period of at least three (3) years beyond the expiration of the Term. Tenant shall pay all of the premiums therefor, and deliver certificates thereof to Landlord prior to their effective date (and with respect to any renewal policy, prior to the expiration of the existing policy), and in the event of the failure of Tenant either to effect such insurance in the names herein called for or to pay the premiums therefor, or to deliver such certificates thereof to Landlord, at the times required, Landlord shall be entitled, but shall have no obligation, to effect such insurance and pay the premiums therefor, in which event the cost thereof, together with interest thereon at the Overdue Rate, shall be repayable to Landlord upon demand therefor. Tenant shall obtain, to the extent available on commercially reasonable terms, the agreement of each insurer, by endorsement on the policy or policies issued by it, or by independent instrument furnished to Landlord, that it will give to Landlord thirty (30) days’ (or ten (10) days’ in the case of non-payment of premium) written notice before the policy or policies in question shall be altered, allowed to expire or cancelled. Notwithstanding any provision of this Article XIII to the contrary, Landlord acknowledges and agrees that the coverage required to be maintained by Tenant may be provided under one or more policies with various deductibles or self-insurance retentions by Tenant or its Affiliates, subject to Landlord’s approval not to be unreasonably withheld. Upon written request by Xxxxxxxx, Tenant shall provide Landlord copies of the property insurance policies when issued by the insurers providing such coverage.

  • Discharge Grievances All discharge grievances shall be filed at Step 2 of the Grievance Procedure within fourteen (14) days of the effective date of discharge.

  • DUTIES OF THE CONTRACTOR shall be to provide services in accordance with Exhibit A, Statement of Work, which is attached hereto and made a part hereof. The performance of these duties shall be at times and places within the limits of District policy at the discretion of the Contractor.

  • Duties of the City City shall make available to Consultant all data and information in the City's possession which City deems necessary to the preparation and execution of the work, and City shall actively aid and assist Consultant in obtaining such information from other agencies and individuals as necessary. The Director may authorize a staff person to serve as his or her representative for conferring with Consultant relative to Consultant's services. The work in progress hereunder shall be reviewed from time to time by City at the discretion of City or upon the request of Consultant. If the work is satisfactory, it will be approved. If the work is not satisfactory, City will inform Consultant of the changes or revisions necessary to secure approval.

  • Covenants of the Company The Company covenants with each Underwriter as follows:

  • Claims Made Policy Requirements If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are required and are provided on a claims-made form, the following requirements also apply:

  • Security Requirements 11.1 The Supplier shall comply, and shall procure the compliance of the Suppliers Personnel, with the Security Policy and the Security Plan and the Supplier shall ensure that the Security Plan produced by the Supplier fully complies with the Security Policy.

  • Residency Requirements 1. All single first-year freshmen students are required to live in University housing for at least two academic semesters. All single students who have earned less than 30 credit hours and have not resided in University housing for two academic semesters are required to live on campus for two academic semesters. This policy does not apply to single first-year students who have been out of high school for more than one year, or to single first-year freshmen who live with their parents in Miami-Dade or Broward Counties. Neither does it apply to those students who, for disciplinary or administrative reasons, may be denied the privilege of continued residency on campus.

  • City Requirements Design, construction, materials, sizing, other specifications, permitting, inspections, testing, documentation and furnishing of as-built drawings, and acceptance of completed infrastructure shall be in accordance with City Requirements. Design and construction shall be by professionals licensed in the state of North Carolina to do the relevant work. City approval of the design of the Improvements shall be required prior to construction, as set forth in City Requirements. If Developer is connecting to the County sewer system, the City may require Developer to furnish the contract providing for such connection.

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