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 These By-Laws may be amended, added to, altered or repealed, or new by-laws may be adopted, at any meeting of shareholders of the corporation by the affirmative vote of the holders of a majority of the shares entitled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 Shareholder shall indemnify, save and hold harmless the Purchaser and its Affiliates and Subsidiaries (individually, a Shareholder Indemnified Party, and collectively, the "Shareholder Indemnified Parties"), from and against any and all costs, losses, Liabilities, damages, lawsuits and demands (whether or not arising out of third-party claims), including without limitation losses in connection with workers compensation claims, interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including without limitation any clean-up, remedial correction or responsive action), damages to the Environment, 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 Shareholders in this Agreement; (ii) any Breach of any covenant or agreement made by the Shareholders in this Agreement or any certificate delivered by the Seller or the Shareholders at the Closing; or (iii) any and all Liabilities of the Seller or the Shareholders except the Assumed Liabilities.
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 These Bylaws may be amended, altered, or repealed at any annual or special meeting of the shareholders; provided that, in the case of a special meeting, notice of the proposed alteration or amendment is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. The Corporation's shareholders may amend or repeal the Corporation's Bylaws, including any Bylaw that also may be amended or repealed by the Board of Directors.
By the Shareholders. Subject to the limitations set forth in SECTION 9.7, the Shareholders shall indemnify, defend and hold harmless Parent, Holding Co., Acquisition Co., the Surviving Corporation and their respective officers, directors, employees, affiliates, agents, successors, subsidiaries and assigns (collectively, the "Parent Group") as set forth below from and against any and all costs, losses (including, without limitation, diminution in value), liabilities, damages, lawsuits, deficiencies, claims and expenses, including without limitation, interest, penalties, costs of mitigation, lost profits and other losses resulting from any shutdown or curtailment of operations, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, the "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any Breach of any covenant, representation, warranty or agreement or the inaccuracy of any representation, made by the Company in or pursuant to this Agreement, or in the other documents delivered in connection with the transactions contemplated in this Agreement, (ii) Actions or Proceedings set forth in the Company Disclosure Schedule or in the other documents delivered in connection with the transactions contemplated in this Agreement; and (iii) any Taxes which are imposed on the Company in respect of its income, business, property or operations or for which the Company may otherwise be liable (A) for any Pre-Closing Period, (B) resulting by reason of the several liability of the Company pursuant to Treasury Regulations Section 1.1502-6 or any analogous state or local law or regulation or by reason of the Company having been a member of any consolidated, combined or unitary group on or prior to the Closing Date, (C) resulting from the Company ceasing to be a member of an affiliated group (within the meaning of Section 1504(a) of the Code), (D) in respect of any Post-Closing Period, attributable to events, transactions, sales, deposits, services or rentals occurring, received or performed in a Pre-Closing Period, (E) in respect of any Post-Closing Period, attributable to any change in accounting method employed by the Company during any of its four (4) previous taxable years, (F) in respect of any Post-Closing Period, attributable to any items of income or gain of a partnership or disregarded entity reporting the Company as a partner or owner, to the extent such items are properly attributable to ...
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
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. Each Shareholder have been advised by their respective counsel with respect to the meaning and effect of this Section 5.01.
By the Shareholders. Except as hereinafter set forth, the Shareholders shall jointly and severally indemnify and hold harmless on an after-tax basis Buyer, and its successors and assigns and its and their respective officers, directors, shareholders, employees and agents, against, and in respect of, any and all damages, claims, losses, liabilities and expenses, including, without limitation, reasonable legal, accounting and other expenses, which arise out of: (i) any breach or violation of this Agreement by the Shareholders; or (ii) any breach of any of the representations, warranties or covenants made in this Agreement by the Shareholders; or (iii) any inaccuracy or misrepresentation in the Schedules hereto or in any certificate or document delivered in accordance with the terms of this Agreement by the Shareholders (collectively, "Warranty Claims"); provided however, that Buyer shall be entitled to indemnification hereunder only when, and only with respect to amounts by which, the aggregate of all such Warranty Claims exceeds $25,000.
By the Shareholders. If a claim under this Article VII is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any action, suit or proceeding in advance of its final disposition where the required undertaking has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct shall be a defense to the action or create a presumption that the claimant had not met the applicable standard of conduct.