Appropriate Action Sample Clauses

Appropriate Action. The Custodian is hereby authorized and empowered, in its sole discretion, to take any action with respect to an Account that it deems necessary or appropriate in carrying out the purposes of this Agreement.

Appropriate Action. (a) Velodyne, Ouster, Merger Sub I and Merger Sub II shall use their reasonable best efforts to take or cause to be taken all appropriate action, and to do, or cause to be done, all things necessary to consummate and make effective the transactions contemplated under this Agreement, including using their reasonable best efforts to obtain, or cause to be obtained, all waivers, permits, consents, approvals, authorizations, qualifications, Orders or absence of Orders of all Governmental Entities and parties to Contracts with Velodyne, Ouster or any of their respective Subsidiaries that may be or become necessary for the performance of obligations pursuant to this Agreement and the consummation of the transactions contemplated hereby. Velodyne, Ouster, Merger Sub I and Merger Sub II (if applicable) shall contest, defend and appeal any Proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the Mergers through the Outside Date (as extended, if applicable). The parties shall cooperate and assist one another in good faith (i) in connection with all actions to be taken pursuant to this Section 5.6(a), including the preparation and making of the filings referred to herein and, if requested, amending or furnishing additional information reasonably requested thereunder, and (ii) in seeking, as promptly as reasonably practicable, to obtain all such waivers, permits, consents, approvals, authorizations, qualifications, Orders or absence of Orders. Upon the terms and subject to the conditions set forth in this Agreement, each party agrees to make any filings required to be made pursuant to the HSR Act (if applicable) or other applicable antitrust Laws with respect to the Transactions as promptly as reasonably practicable (and, in the case of the required Notification and Report Forms pursuant to the HSR Act, in any event within ten (10) Business Days after the date hereof unless otherwise agreed by the parties) and to supply as promptly as reasonably practicable to the appropriate Governmental Entities any information and documentary material that may be requested by such Governmental Entities pursuant to the HSR Act (if applicable) or such other applicable antitrust Laws. All such antitrust filings to be made shall be made in substantial compliance with the requirements of the HSR Act and such other applicable antitrust Laws, as applicable. (b) In furtherance, and without limiting the generality, of the foregoing, the parties s...

Appropriate Action. As soon as possible following the execution of this Agreement, to permit NUSA to become a participating employer in the 401(k) Plan, the Medical Plan and the Deferred Compensation Plans, NSI and NUSA shall: (1) execute appropriate Board resolutions approving NUSA's participation as a participating employer in such plans; (2) adopt an amendment to each such plan reflecting NUSA's participation; and (3) take any other actions necessary or advisable to permit such participation. With respect to all other employee benefit plans or policies, NSI and NUSA agree to take all actions necessary or advisable to carry out the parties' stated intent.

Appropriate Action. The Seller and the Buyer shall promptly notify each other in writing of any pending or, to the Knowledge of the Seller or the Buyer, as applicable, threatened action, proceeding or investigation by any Governmental Authority or any other Person (i) challenging or seeking damages in connection with the Transactions or (ii) seeking to restrain or prohibit the consummation of the Transactions or otherwise limit the right of the Buyer to own or operate all or any portion of the Subject Business. The Seller and the Buyer shall cooperate with each other and use commercially reasonable efforts in defending any such action, proceeding or investigation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed.

Appropriate Action everything required to be done (including the obtaining of any necessary consents and the passing of all necessary resolutions) to: (i) enable it lawfully to enter into, exercise its rights and perform and comply with its obligations under, this Deed; and (ii) ensure that its obligations under this Deed are legal, valid, binding and enforceable, has been duly done;

Appropriate Action. BNYM is hereby authorised and empowered, in its sole discretion, to take any action with respect to any Asset that it deems necessary or appropriate in carrying out the purposes of this Agreement.

Appropriate Action. Friday's shall have the sole right to determine the appropriate action to be taken against any such infringement, imitation, unauthorized use, improper registration of, or improper attempt to register the Proprietary Marks, including the sole discretion to settle any claims or any controversy arising out of any such claims. Except as set forth below, Licensee shall not have any rights against Friday's for damages or otherwise by reason of any determination by Friday's not to act with respect to any alleged infringement, imitation or unauthorized use by others of the Proprietary Marks and/or the Products; nor shall any such determination of Friday's affect the validity or enforceability of this Agreement. Should an alleged infringement materially impair Licensee's rights under this Agreement, and should Licensee request in writing (with [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED reference to this Section and the rights set forth herein) that Friday's take appropriate action against the alleged infringer, and should Friday's thereafter fail to take reasonable and appropriate action, then Licensee may terminate this Agreement for convenience upon 30 days prior notice to Friday's unless within such 30 day period Friday's shall have commenced (and thereafter pursue) reasonable and appropriate action against the infringer. Any and all damages/settlements recovered in any action or proceeding shall belong solely and exclusively to Friday's, unless otherwise agreed to in writing by Friday's.

Appropriate Action. Each of the Company and the Parent shall use their commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or to avoid any Action or Order by any Governmental Entity, in each case in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) give any notices to third parties, and use their commercially reasonable efforts to obtain any third party consents necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iv) promptly make all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement and the Merger required under the Exchange Act, the Securities Act and any other applicable Laws; provided, that the Company and Parent shall cooperate with each other in all respects in connection with preparing and filing the filings made or required to be made with the SEC in connection with the transactions contemplated by this Agreement.

Appropriate Action. In the event of a discrimination or harassment complaint against any employee, agent, licensee or subcontractor of Consultant or its subcontractors, Consultant shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee or subcontractor.

Appropriate Action. The Chapter shall take appropriate disciplinary action against Members and other appropriate action against the Chapter’s non-Member residents, invitees, and licensees who violate the Applicable Rules. The Chapter shall confirm, upon request of the Vice President, that appropriate action has been taken.