In A Sample Clauses

In A. ¥17.5 per share, amounting to ¥1,112,406,417 in total. In case of an increase in the number of shares due to conversion from convertible bonds during the time from April 1, 2003 to September 30, 2003, the amount of ¥17.5 multiplied by the increased number of shares is added.
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In A binding arbitration case, the decision of the arbitrator, made in accordance with their authority and jurisdiction under this agreement, shall be binding upon the parties. Binding arbitration shall apply to only the termination or non-renewal of a non-probationary teacher.
In A determining whether a Material Adverse Change of U.S. Law has occurred, (B) determining whether a Material Adverse Change of U.S. Law is continuing (including for purposes of determining when a Remedy must be unwound), (C) deciding upon the exercise of the Remedies, and (D) exercising its rights and powers during the pendency of a Material Adverse Change of U.S. Law, act in the public interests of the markets operated by Euronext and its Subsidiaries if and only to the extent necessary to avoid or eliminate a Material Adverse Change of U.S. Law; in all other circumstances, the duty of the Foundation and its Board of Directors shall be to act in the interests of ICE Group. In the event of any conflict between the duties of the Board of Directors to act in any of the circumstances referred to in (A) to (D) (inclusive) and the duties to act in any other circumstances referred to in the preceding sentence, the first mentioned duties shall prevail. (b)The Directors and the Foundation need perform only those duties as are specifically set forth in in this Agreement and the Articles of Incorporation or applicable Dutch law and as are contemplated by any other agreement to which the Directors or the Foundation are a party and no other and no implied covenants or obligations shall be read into this Agreement against or for the benefit of the Directors or the Foundation. (c)The duties and responsibilities of the Directors shall be as provided by this Agreement, the Articles of Incorporation and applicable Dutch law. Notwithstanding the foregoing, no provision of this Agreement shall require any Director to expend or risk such Director’s own funds or otherwise incur any financial liability in the performance of any of such Director’s duties hereunder, or in the exercise of any of such Director’s rights or powers. Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Directors shall be subject to the provisions of this Article. To the extent that a Director has duties and liabilities relating to the Foundation, such Director shall not be liable to the Foundation or to any other Person for such Director’s good faith reliance on the provisions of this Agreement. (d)In the absence of a Director’s gross negligence, misconduct or bad faith on its part, such Director may conclusively rely, as to the truth of the statements and the correctness of the opinions expres...
In A determining whether a Material Adverse Change of U.S. Law has occurred, (B) determining whether a Material Adverse Change of U.S. Law is continuing (including for purposes of determining when a Remedy must be unwound), (C) deciding upon the exercise of the Remedies, and (D) exercising its rights and powers during the pendency of a Material Adverse Change of U.S. Law, act in the public interests of the markets operated by Euronext and its Subsidiaries if and only to the extent necessary to avoid or eliminate a Material Adverse Change of U.S. Law; in all other circumstances, the duty of the Foundation and its Board shall be to act in the interests of NYSE Euronext. In the event of any conflict between the duties of the Board to act in any of the circumstances referred to in (A) to (D) (inclusive) and the duties to act in any other circumstances referred to in the preceding sentence, the first mentioned duties shall prevail.