Direction. Whenever there are voluntary rights that may be exercised or alternate courses of action that may be taken by reason of the Fund’s ownership of Securities, the Fund or its designee shall be responsible for making any decisions relating thereto and for directing the Custodian to act. In order for the Custodian to act, it must receive Instructions using the Custodian generated form or clearly marked as instructions for the decision at the Custodian’s offices addressed as the Custodian may from time to time request, by such time as the Custodian shall advise the Fund or its designee. Absent the Custodian’s receipt of such Instructions by such deadline, the Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities.
Direction. Any terms in this Agreement referring to direction or instruction from the Agency or City shall be construed as providing for direction as to policy and the result of Grantee's work only, and not as to the means by which such a result is obtained.
Direction. In order to permit the Subscription Receipt Agent to carry out its obligations under this Article 5, the Corporation hereby specifically authorizes and directs the Subscription Receipt Agent to make any stipulated payment or to take any stipulated action in accordance with the provisions of this Agreement.
Direction. The School may direct a Teacher to carry out such duties as are within the limits of the Teacher's skill, competence and/or training.
Direction. By its execution and delivery hereof, the Company directs the Rights Agent to execute this Amendment.
Direction. Each of the Agent and the Borrower hereby authorizes and directs the Paying Agent to execute and deliver this Agreement.
Direction. Consultant shall be directed by and shall report to Mxxxxxx Xxxxxxx or his successor.
Direction. The Noteholders party hereto, constituting the Required Noteholders, hereby (i) authorize and direct the Administrative Agent to execute and deliver this Amendment and (ii) acknowledge and agree that (x) the direction in this Section 8 constitutes a direction from the Required Noteholders under the provisions of Article IX of the Note Purchase Agreement and (y) Sections 9.4 and 10.3(c) of the Note Purchase Agreement shall apply to any and all actions taken by the Administrative Agent in accordance with such direction.
Direction. TDS will deal with the TDS DR Equity in compliance with directions that the Beneficial DR Owners may from time to time give to TDS, and TDS shall take all actions with respect to the TDS DR Equity solely as directed by the Beneficial DR Owners, subject only to (a) any operating agreement of TDS, (b) any requirements and restrictions on the TDS DR Equity, including but not limited to the requirements and restrictions set forth in that certain Stockholders’ Agreement of DRI, set forth in (1) that certain Stockholders’ Agreement of DRI, by and among DRI, TDS and the other stockholders of DRI party thereto, (2) that certain lock-up letter agreement between TDS and Credit Suisse Securities (USA) LLC, or (3) any DRI policies applicable to TDS concerning the disposition of securities of DRI, including the Xxxxxxx Xxxxxxx Compliance Policy of DRI, and (c) any other limitation or obligation imposed by applicable law or contract, including any applicable obligations under Sections 13(d) and 16 of the Securities Exchange Act of 1934, as amended.
Direction. The Agent shall take only such action with respect to the Collateral directed in writing by the remaining Lenders and agreed to by the Agent. Notwithstanding the foregoing, the Agent shall not be obligated to take any such action: (i) which is in conflict with any provisions of applicable law or of this Agreement; or (ii) with respect to which the Agent, in its opinion, shall not have been provided adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it as a result of compliance with such direction. Under no circumstances shall the Agent be liable for following the written direction of the remainder of the Lenders.