Company Actions (a) The Company hereby consents to the Offer, and on the date the Offer Documents are filed with the SEC, the Company shall simultaneously file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the “Schedule 14D-9”) describing the recommendations referred to in Section 3.3(b) and shall mail the Schedule 14D-9 to the Company Shareholders. Each of the Company, Parent and Buyer shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company Shareholders, in each case as and to the extent required by applicable Federal securities Laws and any other applicable Laws. Parent and Buyer and their counsel shall be given the opportunity to review and comment on the Schedule 14D-9 and any supplements or amendments thereto prior to the filing thereof with the SEC. The Company shall provide Parent and its counsel in writing with any comments or other communications the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments or other communications.
Company Action (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on July 6, 1999, has unanimously (A) determined that this Agreement, the Shareholder Agreements and the transactions contemplated hereby and thereby, including, without limitation, each of the Offer, the Merger and the tender of Shares pursuant to the Shareholder Agreements, are fair to and in the best interests of the shareholders of the Company, (B) approved and adopted this Agreement and the transactions, including, without limitation, the Offer, the Merger and the tender of Shares pursuant to the Shareholder Agreements, contemplated hereby and thereby, (C) taken all action to render the provisions of the Rights Agreement, dated as of July 17, 1996, between the Company and The First National Bank of Boston, as Rights Agent, and of Section 203 of the Delaware Law inapplicable to the Offer, the Merger and the Shareholder Agreements, and (D) recommend that the shareholders of the Company accept the Offer and approve and adopt this Agreement and the transactions, including, without limitation, the Merger, contemplated hereby, and (ii) SG Cxxxx Xxxurities Corporation ("SG Cxxxx") xas delivered to the Board an opinion to the effect that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger is fair to such holders of Shares from a financial point of view, it being understood and acknowledged that such opinion has been rendered to the Board and may only be relied upon by the Board, the Company and any successors thereto. Subject only to the provisions of Sections 6.04 and 8.01(e) below, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that the Board may withdraw such consent in the exercise of its fiduciary duties as contemplated in Sections 6.04 and 8.01(e) below.
Date of Any Action In the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.
No Disciplinary Action No Employee shall be discharged, penalized, disciplined or threatened for acting in compliance with the OHSA, its regulations and codes of practice and environmental laws, regulations or codes of practice, nor shall an Employee acting in compliance be intimidated or coerced.
No Action No suit, action, or proceeding will be pending or threatened before any governmental or regulatory authority wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would:
Proceedings Prior to Any Action Requiring Adjustment As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Common Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of Counsel, be necessary in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Common Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.
Actions to be Taken In the event that (i) Investors holding at least a majority of the shares of Common Stock issuable upon conversion of the then outstanding shares Preferred Stock (the “Selling Investors”); and (ii) the holders of a majority of the then outstanding shares of Common Stock, approve a Sale of the Company in writing, specifying that this Section 3 shall apply to such transaction, then each Stockholder and the Company hereby agree:
Right to Grieve Other Disciplinary Action Disciplinary action grievable by the Employee shall include written censures, letters of reprimand, and adverse reports of performance evaluation. An Employee shall be given a copy of any such document placed on the Employee's file which might be the basis of disciplinary action. Should an Employee dispute any such entry in his/her file, he/she shall be entitled to recourse though the grievance procedure and the eventual resolution thereof shall become part of his/her personnel record. Upon the Employee's request any such document, other than official evaluation reports, shall be removed from the Employee's file after the expiration of twelve (12) months from the date it was issued provided there has not been a further infraction. The Employer agrees not to introduce as evidence in any hearing any document from the file of an Employee, the existence of which the Employee was not aware at the time of filing.
Authorization of Actions to Be Taken (a) Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of each Security Document, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Collateral Agent to execute and deliver the Intercreditor Agreement and authorizes and empowers the Collateral Agent to bind the Holders of Notes as set forth in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder.
Action Borrower and each Restricted Subsidiary has all necessary corporate or other organizational power, authority and legal right to execute, deliver and perform its obligations under each Credit Document to which it is a party and to consummate the transactions herein and therein contemplated; the execution, delivery and performance by Borrower and each Restricted Subsidiary of each Credit Document to which it is a party and the consummation of the transactions herein and therein contemplated have been duly authorized by all necessary corporate, partnership or other organizational action on its part; and this Agreement has been duly and validly executed and delivered by each Credit Party and constitutes, and each of the Credit Documents to which it is a party when executed and delivered by such Credit Party will constitute, its legal, valid and binding obligation, enforceable against each Credit Party in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general applicability from time to time in effect affecting the enforcement of creditors’ rights and remedies and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).