Obligation to Participate. If a majority of the disinterested members of the Board of Directors and the holders of a majority of the Shares then outstanding approve a Sale of the Company (an "Approved Sale"), the Stockholders will, subject to Section 5.2, (i) consent to, vote for and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter's or appraisal rights and similar rights with respect thereto, and (iii) if the Approved Sale is structured as a sale of stock, agree to sell all of their Shares on the terms and conditions approved by the Board of Directors or the holders of a majority of the Shares then outstanding. The Stockholders will take all necessary and desirable actions in connection with the consummation of any Approved Sale including, if such Approved Sale is structured as a sale of assets, actions necessary to cause the orderly liquidation of the Company following the liquidation, the making of the same representations, warranties, covenants and undertakings (to the extent applicable to any such Stockholder in his, her or its capacity as a Stockholder of the Company) to the prospective transferee(s) in such Approved Sale as the holders of a majority of the Shares then outstanding.
Obligation to Participate. To support the work and resource f lexibility employees may be required to perf orm their duties across a range of the employer’s locations. This may include locations anywhere within Australia. The company will reconsider the work allocation, when personal responsibilities prevent participation in the resource f lexibility work pattern. Where the ability to work at remote locations f or extended periods is not contained within the employee’s contract of employment and/or position description, the company will consult with the individual employee(s) concerned bef ore the resource requirement is required. Volunteers will be sought in the f irst instance through an expression of interest process (EOI), in absence of suitable employees volunteering; the company will provide notice to af fected employees to enable the delivery of the work. Failing all reasonable ef forts to resource the work, af ter 28 days, TransGrid will deliver the work through outsourced service providers.
Obligation to Participate. You support the concept of cooperative marketing activities with other Members in your area in order to derive more fully the benefits of local and regional identity. Therefore, each Office will use its reasonable best efforts to join and participate in local and regional ERA Broker Councils when formed to serve the DMA or area in which such Office is located. Each Office will also use its reasonable best efforts to adopt and abide by the ERA Broker Council By-Laws and decisions of the respective Broker Councils. ERA may amend the ERA Broker Council By-Laws from time to time.
Obligation to Participate. Acknowledging, in advance, the importance of this provision to the liquidity and preservation of the value of the Interests of the Members collectively, if the Board Approves a Sale of the Company (an “Approved Sale”), the Members and Assignees (subject to the conditions below) shall (i) consent to, vote for and raise no objections against the Approved Sale; (ii) waive any potential claim, including without limitation any claim for breach of fiduciary duty, which it may have against any Director, the Company or any Affiliate of the foregoing to the extent arising out of or relating to any Approved Sale, including any Board Approval thereof, and (iii) if the Approved Sale is a sale of Interests, agree to sell all of their respective Interests on the terms and conditions of the Approved Sale.
Obligation to Participate. Upon the exercise of the Approved Sale rights pursuant to Section 5.1 or 5.2, each Stockholder shall (i) consent to, vote for and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale is arranged, (ii) waive any dissenters’ or appraisal rights and all other rights with respect to the Approved Sale under the Delaware General Corporation Law and (iii) if the Approved Sale is a sale of the Company Securities, agree to sell all of such Stockholder’s Company Securities on the Proposed Terms. Each Stockholder shall take all reasonably necessary and desirable actions in connection with the consummation of any Approved Sale, including the execution of such agreements and instruments and other actions reasonably necessary to (A) provide such representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Approved Sale as are customary in transactions of a similar nature and (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth below.
Obligation to Participate. To support the work and resource flexibility employees may be required to perform their duties across a range of the employer’s locations. This may include locations anywhere within Australia. The company will reconsider the work allocation, when personal responsibilities prevent participation in the resource flexibility work pattern. Where the ability to work at remote locations for extended periods is not contained within the employee’s contract of employment and/or position description, the company will consult with the individual employee(s) concerned before the resource requirement is required. Volunteers will be sought in the first instance through an expression of interest process (EOI), in absence of suitable employees volunteering; the company will provide notice to affected employees to enable the delivery of the work. Failing all reasonable efforts to resource the work, after 28 days, TransGrid will deliver the work through outsourced service providers.
