All Actions Sample Clauses

All Actions. Subject to the terms and conditions provided in this Agreement, each Party agrees to use its reasonable efforts to take, or cause to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated under this Agreement and the Redomiciliation.
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All Actions. The Board of Directors and shareholders of Micrografx shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by Micrografx and its Subsidiaries to permit the Merger.
Sample 1
All Actions. VBS SHALL NOT IN ANY EVENT BE LIABLE HEREUNDER FOR PENALTIES OR LIQUIDATED DAMAGES, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSSES OR DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST OR DAMAGED INFORMATION OR DATA, FAILURE TO ACHIEVE COST SAVINGS, LOSS OF USE OF FACILITIES OR EQUIPMENT, OR THE FAILURE OR INCREASED EXPENSE OF OPERATIONS, REGARDLESS OF WHETHER ANY SUCH LOSSES OR DAMAGES ARE CHARACTERIZED AS ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF VBS IS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR IF SUCH LOSSES OR DAMAGES ARE FORESEEABLE. THE SERVICES ARE NOT INTENDED FOR USE AS CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL- SAFE PERFORMANCE, IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
Sample 1
All Actions. Corel and Sub shall have adopted all necessary resolutions, and all necessary corporate actions shall have been taken by Corel and Sub to permit the Merger.
Sample 1
All Actions. Each party hereto agrees to take all actions within its power to cause the terms and provisions of this letter agreement to be carried out, including by directing its respective Board designees or affiliated persons to take appropriate actions with respect to the matters contained herein. York Capital Management Global Advisors, LLC represents that it has all necessary power and authority to execute this letter agreement on behalf of each York Fund. This letter agreement shall be construed and governed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. This letter agreement may be executed in one or more counterparts and all such counterparts so executed shall constitute an original agreement binding on all parties, but together shall constitute but one instrument. If the above correctly reflects our understanding and agreement with respect to the foregoing matters, please so confirm by signing the enclosed copy of this letter agreement. Very truly yours, NEXT DECADE LLC By: /s/ Xxxxxx Xx Xxxx Name: Xxxxxx Xx Xxxx Title: General Counsel ACKNOWLEDGED AND AGREED As of the date first above written: /s/ Xxxxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxxxxxx York Capital Management, On behalf of itself and each of the York Funds By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer [Signature Page to Side Letter between NextDecade, X. Xxxxxxxxxx & York] Exhibit A Employment Agreement Amendments Base Salary $617,500 annual cash compensation, effective as of the Closing Date of the Merger, payable on the Company’s normal payroll cycle; provided, that if the Closing Date is after July 1, 2017, then Xxxxxxxxxx shall be compensated as if the Closing Date occurred on July 1, 2017, with any “catch-up” payment to be made as soon as practicable after the Closing Date. For the avoidance of doubt, commencing on January 1, 2018, Xxxxxxxxxx’x annual cash compensation of $617,500 will be payable on the Company’s normal payroll cycle. Annual Bonus Minimum: $308,750 Target: 100% of Base Salary Stretch: 160% of Base Salary Change in CEO If, prior to FID, the Company or Parent appoints an individual other than Xxxxxxxxxx to the position of CEO or other officer position that reports directly to the Board and does not terminate Xxxxxxxxx...
Sample 1
All Actions. Purchaser shall offer and take all steps and/or measures and do all and any acts that are necessary to obtain clearance by any competent Governmental Authority, including the restructuring or sale of Purchaser and/or its Affiliates or businesses or any other assets (e.g., product licenses), which shall also include the closing down of businesses or parts thereof, if necessary. Purchaser may not request any adjustment of the Purchase Price or other amendment to this Agreement, or withhold any amount payable by it hereunder as a result of any step, measure and/or act as described above, and any such step, measure and/or act shall be solely for the account of Purchaser.
Sample 1

Related to All Actions

  • No Material Actions or Proceedings Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.

  • Additional Actions If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law or any other acts are necessary or desirable to (a) vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of the Company or (b) otherwise carry out the provisions of this Agreement, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

  • Personnel Actions Wages, working conditions, and employee benefits shall be established and administered, and personnel actions of every type, including hiring, upgrading, promotion, transfer, demotion, layoff, and termination, shall be taken without regard to race, color, religion, sex, national origin, age or disability. The following procedures shall be followed:

  • Civil Actions Except where the Labour/Management Committee considers that there has been flagrant or wilful negligence on the part of an employee, the Employer agrees not to seek indemnity against an employee whose actions result in a judgment against the Employer. The Employer agrees to pay any judgment against an employee arising out of the performance of his/her duties. The Employer also agrees to pay any legal costs incurred in the proceedings including those of the employee.

  • Criminal Actions Where an employee is charged with an offence resulting directly from the proper performance of his/her duties and is subsequently found not guilty, the employee shall be reimbursed for reasonable legal fees.

  • Additional Actions and Documents Each of the parties hereto hereby agrees to take or cause to be taken such further actions, to execute, deliver, and file or cause to be executed, delivered and filed such further documents, and will obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement.

  • Claims and Proceedings Attached hereto as Schedule 3.16 is a ---------------------- ------------- list and brief description of all claims, actions, suits, proceedings, or investigations pending or, to the best knowledge and belief of the Seller or the Company, threatened against or affecting the Company or any of its properties or assets, at law or in equity, or before or by any court, municipality or other Governmental Body. Except as set forth on Schedule 3.16, none of such claims, ------------- actions, suits, proceedings, or investigations, if adversely determined, will result in any liability or loss to the Company. The Company has not been and the Company is not now, subject to any Court Order, stipulation, or consent of or with any court or Governmental Body. No inquiry, action or proceeding has been instituted or, to the best knowledge and belief of the Seller or the Company, threatened or asserted against the Seller or the Company to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof. To the best knowledge of the Company and Seller, except as set forth on Schedule 3.16, there is no basis for any such valid claim ------------- or action.

  • Legal Actions The Board will support the Superintendent if there is a legal dispute caused by his carrying out his duties properly. If a legal action, including a professional practice complaint, is threatened or filed against the Superintendent as a result of his performance of his duties or his position as Superintendent of the district, the Board will provide him with a legal defense to the maximum extent permitted by law so long as he acted in good faith and in a manner which he reasonably believes to be in or not opposed to the best interests of the district and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful.

  • Actions, Suits and Proceedings There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting the Holding Company, the Borrower or any of the Borrower’s Subsidiaries (including the Unrestricted Subsidiaries) (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than any such action, suit or proceeding disclosed in Schedule 4.06(a)) or (ii) that involve this Agreement or the Transactions.

  • Other Legal Actions The actions stipulated in this Integrity Pact are without prejudice to any other legal action that may follow in accordance with the provisions of the extant law in force relating to any civil or criminal proceedings.