By the Shareholders. These Bylaws may be amended, altered, or repealed at any annual or special meeting of the shareholders; provided that, in the case of a special meeting, notice of the proposed alteration or amendment is contained in the notice of the meeting.
By the Shareholders. These By-Laws may be amended, added to, altered or repealed, or new by-laws may be adopted, at any meeting of shareholders of the corporation by the affirmative vote of the holders of a majority of the shares entitled to vote in the election of directors present and voting at such meeting, provided, in the case of a special meeting, notice that an amendment is to be considered and acted upon is inserted in the notice or waiver of notice of said meeting.
By the Shareholders. The Principal Shareholder shall, indemnify, save and hold harmless the Parent and the Parent’s Affiliates and each of their respective Representatives (collectively, the “Shareholder Indemnified Parties”), from and against (and each of the Minority Shareholders’ interest in the Escrow Consideration will be subject to claims by the Shareholders’ Indemnified Parties) any and all costs, losses, liabilities, obligations, damages, lawsuits, deficiencies, claims, demands and expenses (whether or not arising out of third party claims), attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”), incurred in connection with, arising out of, resulting from or incident to: (i) any breach of any representation or warranty made by the Principal Shareholder or the Company in Article V of this Agreement; (ii) any breach of any covenant or agreement made by the Principal Shareholder or the Company in this Agreement; (iii) any brokerage or similar commission or other compensation with respect to a third party who acted as a broker, finder, investment banker, advisor, consultant or appraiser or in any similar capacity on behalf of the Shareholders or the Company in connection with the Transactions; (iv) the AR Shortfall pursuant to Section 7.10; (v) any liability (including all Environmental, Health and Safety Liabilities) arising out of the Texarkana Truck Stop and the Other Real Property Assets pursuant to Section 7.14; (vi) the September Open Calls pursuant to Section 7.15; (vii) all Environmental, Health and Safety Liabilities arising out of or incident to violations of Environmental Laws as a result of the Company’s (or after the Closing Date, the Principal Shareholder’s) failure to complete the Environmental Compliance Actions pursuant to Section 7.18; (viii) all Environmental, Health and Safety Liabilities which satisfy all of the following matters or criteria: (A) they are not covered by the insurance to be obtained pursuant to Section 7.16 hereof, (B) they arise from events or occurrences identified in Schedule 5.19 hereof, and (C) they arise out of unresolved claims or liabilities of which the Company has Knowledge as of the date hereof (for purposes of this Section 10.2(a)(viii) only, the term “Knowledge” means “Knowledge of the Company”); and (ix) any taxes imposed on any Shareholder by any Governmental Body as a result of the Merger, provided, however, with respect to any claims for Damages arising u...
By the Shareholders. At a meeting called expressly for such purpose, directors of the Corporation may be removed in the manner provided in this Section 3.11(a). Such meeting shall be held at the registered office or principal business office of the Corporation in the State of Missouri or in the city or county in the State of Missouri in which the principal business office of the Corporation is located. Unless the Articles of Incorporation provide otherwise, one or more directors or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. If the Articles of Incorporation or these Bylaws provide for cumulative voting in the election of directors and if less than the entire Board is to be removed, no one of the directors may be removed if the votes cast against such director's removal would be sufficient to elect such person if then cumulatively voted at an election of the entire Board, or, if there are classes of directors, at an election of the class of directors of which such person is a part. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the Articles of Incorporation, the provisions of this Section 3.11(a) shall apply, in respect of the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.
By the Shareholders. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing information regarding such holder's ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, officers, employees and agents and each Person who controls (within the meaning of the Securities Act) the Company or such other indemnified Person against all Losses caused by any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such holder expressly for use therein; provided, however, that each holder's obligation to indemnify the Company hereunder shall, to the extent more than one holder is subject to the same indemnification obligation, be apportioned between each holder based upon the net amount received by each holder from the sale of Registrable Securities, as compared to the total net amount received by all of the holders of Registrable Securities sold pursuant to such registration statement. Notwithstanding the foregoing, no holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the amount received by such holder in the offering giving rise to such liability.
By the Shareholders. These Bylaws may be amended or repealed by a resolution duly adopted by not less than a majority of the shares entitled to vote thereon.
By the Shareholders. After the Closing Date, to the limit of the Escrow Fund described in Section 11.4, below, the Shareholders shall indemnify and hold harmless each of Gray and Merger Corp. and their respective officers, directors, employees, agents, representatives, successors, and permitted assigns against: