Ownership Matters Sample Clauses

Ownership Matters. (a) The Company's by-laws shall require shareholders' approval with a qualified majority of 75% for the following matters ("Ownership Matters"):
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Ownership Matters. (a) If the AK Board takes action in accordance with Article 9.3 on the manner in which the AK should vote with respect to any Ownership Matter, it will instruct its representatives selected pursuant to Article 9.5 to vote the AK's shares accordingly. If the AK Board cannot take action in accordance with Article 9.3 on the manner in which the AK should vote with respect to any Ownership Matter because of a tie vote (a "Deadlock"), the AK shall instruct its representatives selected pursuant to Article 9.5 to vote the AK's Shares against the approval of the Ownership Matter. After the occurrence of a Deadlock, the Holders shall endeavor to resolve the Deadlock for a period of 360 days (the "Cooling Off Period") from the date of the shareholders' meeting at which the Ownership Matter was presented for approval. Negotiations between the Holders shall organized under the supervision of the Chairman of the Board of the Company.
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Ownership Matters. (a) The following matters shall constitute “Ownership Matters” for purposes of this Agreement:
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Ownership Matters. (a) The AK Board will meet prior to each shareholders’ meeting of the Company or each meeting of the Company Board at which an Ownership Matter will be considered in order to determine the manner in which the Shares owned by the AK will be voted or the manner in which the members of the Company Board who have been exclusively nominated by the Class A Holders and the members of the Company Board who have been exclusively nominated by the Class B Holders shall vote. If the AK Board takes action in accordance with Section 3.05 (c) on the manner in which the AK should vote with respect to any Ownership Matter, it will instruct its representatives to vote the AK’s Shares accordingly at the shareholders’ meeting of the Company or the Class A Holders and, respectively, the Class B Holders will cause the members of the Company Board whom they have exclusively nominated to vote accordingly at the meeting of the Company Board. If the AK Board cannot take action on the manner in which the AK or its representatives at the Company Board should vote with respect to any Ownership Matter because of a tie vote (a “Deadlock”), the AK shall instruct its representatives to vote the AK’s Shares at the shareholders meeting of the Company, or the Class A Holders and, respectively, the Class B holders will cause the members of the Company Board whom they have exclusively nominated to vote at the meeting of the Company Board against the approval of the Ownership Matter. It is however understood and agreed that the representatives of Class A Holders and of Class B Holders shall use their best efforts to try to avoid the occurrence of Deadlock on a Ownership Matter and a resulting negative vote at the shareholders’ meeting of the Company or the meeting of the Company Board. After the occurrence of a Deadlock on an Ownership Matter, the Holders shall endeavor to resolve the Deadlock within a period of 360 days (the “Cooling Off Period”) from the date of the shareholders’ meeting of the Company or the meeting of the Company Board at which the Ownership Matter was presented for approval. Negotiations between the Holders shall be organized under the supervision of the Chairman of the Company Board. If any member of the Company Board nominated exclusively by the Class A Holders or by the Class B Holders in accordance with Section 3.02 (b) fails to vote at a meeting of the Company Board as determined by the AK Board, the Class A Holders or, respectively, the Class B Holders, shall use the...
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Ownership Matters. (a) The AK Board will meet prior to each shareholders’ meeting of the Company at which an Ownership Matter will be considered in order to determine the manner in which the Shares owned by the AK will be voted. If the AK Board takes action in accordance with Section 3.05 (c) on the manner in which the AK should vote with respect to any Ownership Matter, it will instruct its representatives to vote the AK’s Shares accordingly. If the AK Board cannot take action on the manner in which the AK should vote with respect to any Ownership Matter because of a tie vote (a “Deadlock”), the AK shall instruct its representatives to vote the AK’s Shares against the approval of the Ownership Matter, it being understood and agreed that the representatives of Class A Holders and of Class B Holders shall use their best efforts to try to avoid the occurrence of Deadlock on a Ownership Matter and a resulting negative vote at the shareholders’ meeting of the Company. After the occurrence of a Deadlock on an Ownership Matter, the Holders shall endeavor to resolve the Deadlock within a period of 360 days (the “Cooling Off Period”) from the date of the shareholders’ meeting at which the Ownership Matter was presented for approval. Negotiations between the Holders shall be organized under the supervision of the Chairman of the Board of the Company.
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Ownership Matters. The Tribe and the Enterprise acknowledge and agree that Manager or its Affiliates shall have the ownership and proprietary interest in any software or proprietary information which Manager, its Affiliates or any Manager Employees or Off-Site Manager Employees develop or cause to be developed during the term of this Agreement, including, without limitation, software and proprietary information which is intended to be used at the Facility or by the Enterprise, and that such software and proprietary information shall be considered to be “Manager Software” or “Manager Proprietary Information” for the purposes of this Agreement. Notwithstanding the foregoing, in the event any software or proprietary information is developed for use solely at the Facility or by the Enterprise, the Tribe shall be a co-owner of such software or proprietary information and any Party may use such software or proprietary information in any manner without requiring any notice, payment or accounting to the other Party. The Tribe and the Enterprise further agree as follows: (i) Manager, Manager’s Affiliates or their respective licensors, as the case may be, are the sole owners of Manager Software or Manager Proprietary (collectively, “Manager Intellectual Property”); (ii) the Tribe and the Enterprise shall not challenge or attack the validity of Manager’s or its Affiliates’ rights in Manager Intellectual Property; (iii) the Tribe and the Enterprise shall not assert that they have any ownership or other interest in any Manager Intellectual Property, except as a licensee or sublicencee thereof; (iv) the Tribe and the Enterprise shall take such actions and execute, deliver and file such agreements, acknowledgements and other documents as Manager may request in order to confirm and reaffirm Manager’s, Manager’s Affiliate’s or their respective licensors’ sole ownership or other rights in any Manager Intellectual Property, as the case may be; and (v) the Tribe and the Enterprise shall take reasonable actions to avoid causing or permitting anything within their control which may damage, endanger or reduce the value of any Manager Intellectual Property.
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Ownership Matters. Seller represents and warrants to Buyer that it holds of record, owns beneficially, and has good and marketable title to the Shares, free and clear of all Liens. The Shares represent all of the issued and outstanding shares of common stock of the Company and there are no other classes of equity outstanding. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of such Shares.
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Ownership Matters. The HSD Parties are the sole, direct and ----------------- indirect, owners of all the general and limited partner interests in the Partnership. The transactions contemplated by this Agreement are of direct material benefit to all of the HSD Parties.
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Related to Ownership Matters

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • SEC Matters (a) The Company has timely filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, all forms, reports and other documents required to be filed by it with the SEC since June 1, 2010 (collectively, the “Company Reports”). As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act.

  • Voting Matters (a) The Investor agrees that it will vote, or cause to be voted, or exercise its right to consent (or cause its right to consent to be exercised) with respect to, all Exchange Shares beneficially owned by it and its controlled Affiliates (and which are entitled to vote on such matter) with respect to each matter on which holders of Common Stock are entitled to vote or consent, other than a Designated Matter, in the same proportion (for, against or abstain) as all other shares of the Common Stock (other than those shares held by holders of greater than 20% of the Common Stock, as the case may be) are voted or consents are given with respect to each such matter. The Investor agrees to attend all meetings of the Company's stockholders in person or by proxy for purposes of obtaining a quorum. In order to effectuate the foregoing agreements, to the maximum extent permitted by applicable law, the Investor hereby grants a proxy appointing each of the Chief Executive Officer and Chief Financial Officer of the Company attorney-in-fact and proxy for it and its controlled Affiliates with full power of substitution, for and in the name of it and its controlled Affiliates, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner and solely on the terms provided by this Section 5.6 with respect to the Exchange Shares and the Investor hereby revokes any and all previous proxies granted with respect to the Exchange Shares for purposes of the matters contemplated in this Section 5.6; provided that such proxy may only be exercised if the Investor fails to comply with the terms of this Section 5.6. The proxy granted hereby is irrevocable prior to the termination of this Agreement, is coupled with an interest and is granted in consideration of the Company entering into this Agreement and issuing the Exchange Shares to the Investor.

  • Operational Matters 7.1 The LGB shall comply with the obligations set out in Appendix 2 which deals with the day-to-day operation of, and delegation of responsibilities to, the LGB.

  • Governance Matters (a) Within ten (10) Business Days subsequent to the receipt of a written request (the “Request”) of the Purchaser to have a Board Representative (as hereinafter defined) appointed to the Board of Directors in accordance with the terms of this Section 4.15, the Company and the Bank will request, to the extent required, the non-objection or approval of the Federal Reserve to the appointment of the Board Representative. The Company further covenants and agrees that within five (5) days of the earlier to occur of (x) the receipt of the Request, if the approval or non-objection of the Federal Reserve is not required, and (y) the receipt of the non-objection or approval of the Federal Reserve, the Board of Directors shall cause one (1) person nominated by the Purchaser to be elected or appointed to the Board of Directors as well as to the board of directors of the Bank (the “Bank Board”), subject to satisfaction of the legal, bank regulatory and governance requirements regarding service as a director of the Company and to the reasonable approval of the Nominating and Governance Committee of the Board of Directors (“Governance Committee”) (such approval not to be unreasonably withheld or delayed). After such appointment or election of a Board Representative, so long as the Purchaser has a Qualifying Ownership Interest, the Company will be required to recommend to its shareholders the election of the Board Representative at the Company’s annual meeting, subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Governance Committee (such approval not to be unreasonably withheld or delayed). If the Purchaser no longer has a Qualifying Ownership Interest, the Purchaser will have no further rights under Sections 4.15(a) through 4.15(c) and, at the written request of the Board of Directors, shall use all reasonable best efforts to cause its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Purchaser shall promptly inform the Company if and when it ceases to hold a Qualifying Ownership Interest in the Company and the Company shall provide, at its own expense, the Purchaser with all such information as the Purchaser may reasonably request for the calculation of Purchaser’s Qualifying Ownership Interest.

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • Compliance Matters (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall:

  • FCC Matters (a) If an Event of Default shall have occurred and be continuing, Grantor shall take any action which the Trustee may request in the exercise of the Trustee's rights and remedies under this Agreement to transfer and assign to the Trustee, or to such one or more third parties as the Trustee may designate, or to a combination of the foregoing, the Collateral; PROVIDED, HOWEVER, that the Trustee shall provide at least ten days' prior written notice to the FCC and to the Pledgor before taking any action which may result in repossession of any Pledged Collateral where required by FCC rules and regulations and not waivable by Pledgor. To enforce the provisions of this Section 11, the Trustee is hereby empowered to seek from the FCC any approvals required by the Communications Act or the FCC rules and regulations including, but not limited to, approval of an involuntary transfer of control of any FCC license for the purpose of seeking a BONA FIDE purchaser to whom control of such license will ultimately be transferred. Each Grantor hereby agrees to authorize such an involuntary transfer of control of such FCC license upon the request of the Trustee. Upon the occurrence and continuation of an Event of Default, each Grantor shall use its best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated by this Agreement, including the preparation, execution and filing with the FCC of such Grantor's portion of any application or applications for consent to transfer of control necessary or appropriate under the FCC's rules and regulations for approval of the transfer or assignment of any portion of the Collateral.

  • Operations Matters Section 1.7 of Article I of the Agreement is deleted in its entirety and replaced with the following:

  • Corporate Matters Notwithstanding any other provision of this Section 12.6 and any provision of law, the Club Trustee shall not do any of the following:

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