One Voice Rule Sample Clauses

One Voice Rule. Engaged Capital, LLC shall be the sole representative of the Investors for all purposes of this Agreement. The Parent shall be entitled to deal with Engaged Capital, LLC as the sole representative of the Investors and Engaged Capital, LLC shall have the unconditional and exclusive power and authority to exercise all of the rights and powers granted by the Parent to the Investors pursuant to this Agreement.
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One Voice Rule. Oaktree Organics, L.P. shall be the sole representative of the Investors for all purposes of this Agreement. The Parent shall be entitled to deal with Oaktree Organics, L.P. as the sole representative of the Investors and Oaktree Organics, L.P. shall have the unconditional and exclusive power and authority to exercise all of the rights and powers granted by the Parent to the Investors pursuant to this Agreement.
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One Voice Rule. (a) The Investor shall be the sole representative of the Holders for all purposes of this Agreement. The Issuer shall be entitled to deal with the Investor as the sole representative of the Holders and only the Investor shall have the power and authority to exercise all of the rights and powers granted by the Issuer to the Holders pursuant to this Agreement. All actions taken by the Investor in connection with this Agreement shall apply to and be effective and binding upon all Holders as if taken by the Holders directly. It is the intention of this Section 6.1(a) that any obligation of the Issuer to provide notice to, communicate with or deliver any documentation to a Holder, in each case pursuant to this Agreement shall be satisfied by the Issuer providing such notice, communication or documentation to the Investor.
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One Voice Rule. The General Partners shall at all times jointly appoint one of them to act as the agent and designated representative of the General Partners hereunder (the “Designated Representative”). The General Partners hereby appoint the Avis General Partner to be the Designated Representative. The General Partners may at their discretion change the Designated Representative. All actions to be taken, documents to be executed, determinations or estimates to be made, notices or reports to be provided or such other matters to be undertaken by the General Partners hereunder shall be taken, executed, made, provided or undertaken by the Designated Representative and shall be binding on the General Partners. The Limited Partner shall be entitled to rely on the actions, executions, determinations, estimates, notices or reports of the Designated Representative without further inquiry. All notices or reports to be provided by the Limited Partner to the General Partners hereunder may be provided solely to the Designated Representative. The General Partner who is not the Designated Representative hereby nominates, constitutes and appoints the Designated Representative as its agent and true and lawful attorney to act on its behalf with full power and authority in its name, place and stead for the purposes of this Section 1.10.
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One Voice Rule. So long as HPS Investment Partners, LLC, together with funds, accounts or other investment vehicles managed or advised by it or its affiliates (collectively, “HPS”), holds, in the aggregate at least 50.1% of the then outstanding Preferred Shares, HPS Investment Partners, LLC (or such entity affiliated with it that is a Purchaser) shall be the sole representative of each of the Purchasers for all purposes of this Agreement (the “Purchaser Representative”). The Company shall be entitled to deal with the Purchaser Representative as the sole representative of the Purchasers and the Purchaser Representative shall have the unconditional and exclusive power and authority to exercise all of the rights and powers granted by the Company to the Purchasers pursuant to this Agreement. Upon HPS ceasing to own at least 50.1% of the then outstanding Preferred Shares, the Purchaser Representative shall be selected by the vote of the Purchasers holding in the aggregate at least 50.1% of the then outstanding Preferred Shares. In the absence of bad faith or fraud, the Purchaser Representative shall not have any liability to the Purchasers whatsoever with respect to its actions, decisions and determinations, and shall be entitled to assume that all actions, decisions and determinations are fully authorized by each and every one of the Purchasers. The Purchaser Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Purchaser Representative shall not be entitled to any compensation for acting as such, but shall be entitled to obtain reimbursement from the Purchasers for any reasonable out of pocket expenses incurred by it in its capacity as Purchaser Representative.
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One Voice Rule. The Investor shall be the sole representative of all of its permitted transferees for all purposes of this Agreement and the Transaction Agreements. The Issuer shall be entitled to deal with the Investor as the sole representative of all holders of Exchangeable Securities and only the Investor shall have the power and authority to exercise all of the rights and powers granted by the Issuer to the Investor or its permitted transferees pursuant to this Agreement and the Transaction Agreements. All actions taken by the Investor in connection with this Agreement or the Transaction Agreements shall apply to and be effective and binding upon all permitted transferees as if taken by the permitted transferees directly. It is the intention of this Section 4.8(b) that the Issuer and shall not be obligated to deal with the Investor’s transferees.
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One Voice Rule. Each Holder of an Security, by its acceptance of a Transfer of an Security is deemed to acknowledge and agree that the Investor shall be the sole representative of such Holder for all purposes of the Securities, and the Issuer shall be entitled to deal with the Investor as the sole representative of such Holder and only the Investor shall have the power and authority to exercise all of the rights and powers granted by the Issuer to the Investor pursuant to the Securities the Investment Agreement and this Agreement. All actions taken by the Investor in connection with the Securities shall apply to and be effective and binding upon the Holder (including any subsequent permitted transferee) as if taken by the Holder directly. Except as expressly provided for herein, (i) the Issuer shall not be obligated to deal with the Holder (including any permitted transferees) in respect of any action taken or to be taken with respect to the Security or this Agreement and (ii) all notices that the Issuer is required to provide in respect of any such actions or otherwise in connection with an Security or this Agreement may be satisfied in all cases by providing such notice to the Investor.
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Related to One Voice Rule

  • Xxxxxxx Rule The Issuer is structured not to be a “covered fund” under the regulations adopted to implement Section 619 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, commonly known as the “Xxxxxxx Rule.”

  • Rule 144 Requirements After the earliest of (i) the closing of the sale of securities of the Company pursuant to a Registration Statement, (ii) the registration by the Company of a class of securities under Section 12 of the Exchange Act, or (iii) the issuance by the Company of an offering circular pursuant to Regulation A under the Securities Act, the Company agrees to:

  • Compliance with SAFE Rules and Regulations Except as otherwise disclosed in Disclosure Package and the Prospectus, the Company has taken reasonable steps to cause the Company’s shareholders who are residents or citizens of the PRC, to comply with any applicable rules and regulations of the State Administration of Foreign Exchange (“SAFE”) relating to such shareholders’ shareholding with the Company (the “SAFE Rules and Regulations”), including, without limitation, taking reasonable steps to require each shareholder that is, or is directly or indirectly owned or controlled by, a resident or citizen of the PRC to complete any registration and other procedures required under applicable SAFE Rules and Regulations.

  • Applicable Rules For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax,

  • APPLICABLE RULES AND REGULATIONS The Account and each transaction therein shall be subject to the terms of this Agreement and to (a) all applicable laws and the regulations, rules and orders (collectively "regulations") of all regulatory and self-regulatory organizations having jurisdiction and (b) the constitution, by-laws, rules, regulations, orders, resolutions, interpretations and customs and usages (collectively "rules") of the market and any associated clearing organization (each an "exchange") on or subject to the rules of which such transaction is executed and/or cleared. The reference in the preceding sentence to exchange rules is solely for DWR's protection and DWR's failure to comply therewith shall not constitute a breach of this Agreement or relieve Customer of any obligation or responsibility under this Agreement. DWR shall not be liable to Customer as a result of any action by DWR, its officers, directors, employees or agents to comply with any rule or regulation.

  • REGULATION GG Each Fund represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) and covenants that it shall not engage in an Internet gambling business. In accordance with Regulation GG, each Fund is hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.

  • RULE 144A AND RULE 144 The Company agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

  • General Rule Subject to Section 8, any Restricted Stock Units that vest will be paid to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of Section 4(b), such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within sixty (60) days following the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.

  • Rule 144; Rule 144A With a view to making available to Treasury and Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its reasonable best efforts to:

  • Filing Requirements From the date of this Agreement and until the last to occur of (i) all the Conversion Shares have been resold or transferred by the Subscribers pursuant to a registration statement or pursuant to Rule 144(b)(1)(i), or (ii) none of the Notes and Warrants are outstanding (the date of such latest occurrence being the “End Date”), the Company will (A) cause its Common Stock to continue to be registered under Section 12(b) or 12(g) of the 1934 Act, (B) comply in all respects with its reporting and filing obligations under the 1934 Act, (C) voluntarily comply with all reporting requirements that are applicable to an issuer with a class of shares registered pursuant to Section 12(g) of the 1934 Act, if the Company is not subject to such reporting requirements, and (D) comply with all requirements related to any registration statement filed pursuant to this Agreement. The Company will use its commercially reasonable best efforts not to take any action or file any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said acts until the End Date. Until the End Date, the Company will continue the listing or quotation of the Common Stock on a Principal Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market. The Company agrees to timely file a Form D with respect to the Securities if required under Regulation D and to provide a copy thereof to each Subscriber promptly after such filing.

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