Petitions From Persons Other Than the Company Seeking Control Over the Company Sample Clauses

Petitions From Persons Other Than the Company Seeking Control Over the Company. Notwithstanding the foregoing, DoITT reserves the right, on a case-by-case basis, to accept, hear and/or grant petitions seeking approval of the transfer of Control of the Company, the Facilities or the franchise granted herein from Persons seeking to obtain Control of the Company (if appropriate to protect this Agreement from being breached upon the consummation of such a transfer of Control). The City shall provide the Company with reasonable notice of any such petitions. The City, its officers, employees, agents, attorneys, consultants and independent contractors shall not be liable to the Company or any other Person for exercising its rights herein. This Section 9.8 shall not be construed to unilaterally transfer franchise rights under this Agreement.
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Petitions From Persons Other Than the Company Seeking Control Over the Company. Notwithstanding the foregoing, DTE reserves the right, on a case by case basis, to accept, hear and/or grant petitions for the transfer of Control of the Company, the System or the franchise granted herein from Persons seeking to obtain Control of the Company. The City shall provide the Company with reasonable notice of any such petitions. The City, its officers, employees, agents, attorneys, consultants and independent contractors shall not be liable to the Company or any other Person for exercising its rights herein. The Company shall be entitled to rely upon publicly filed reports to which it has access in connection with its determination of the applicability of this Section 9.8, except to the extent the Company knows or has reason to believe that any such report is or may be incorrect, or is aware of the information which is the subject of this Section otherwise than as a result of publicly filed reports.
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Petitions From Persons Other Than the Company Seeking Control Over the Company. Notwithstanding the foregoing, DoITT reserves the right, on a case-by-case basis, to accept, hear and/or grant petitions for the transfer of Control of the Company, the System or the franchise granted herein from Persons seeking to obtain Control of the Company. Notwithstanding the foregoing, the City shall provide the Company with reasonable notice of any such petitions and the Company shall be afforded the opportunity to respond to any such petitions before the City grants any approval with respect to such petitions, including but not limited to, the hearing or granting of such petitions. The City, its officers, employees, agents, attorneys, consultants and independent contractors shall not be liable to the Company or any other Person for exercising its rights herein. The Company shall be entitled to rely upon publicly filed reports to which it has access in connection with its determination of the applicability of this Section 9.8, except to the extent the Company knows or has reason to believe that any such report is or may be incorrect, or is aware of the information which is the subject of this Section otherwise than as a result of publicly filed reports.
Sample 1

Related to Petitions From Persons Other Than the Company Seeking Control Over the Company

  • Conduct of Business by the Company Pending the Closing The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

  • Agreements of the Company The Company agrees with the several Underwriters as follows:

  • Securityholders Lists and Reports by the Company and the Trustee Section 5.01 Company to Furnish Trustee Names and Addresses of Securityholders. The Company will furnish or cause to be furnished to the Trustee (a) within 15 days after each regular record date (as defined in Section 2.03) a list, in such form as the Trustee may reasonably require, of the names and addresses of the holders of each series of Securities as of such regular record date, provided that the Company shall not be obligated to furnish or cause to furnish such list at any time that the list shall not differ in any respect from the most recent list furnished to the Trustee by the Company and (b) at such other times as the Trustee may request in writing within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that, in either case, no such list need be furnished for any series for which the Trustee shall be the Security Registrar.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Obligations to the Company During his Employment, the Executive (i) shall devote his full business efforts and time to the Company, (ii) shall not engage in any other employment, consulting or other business activity that would create a conflict of interest with the Company, (iii) shall not assist any person or entity in competing with the Company or in preparing to compete with the Company and (iv) shall comply with the Company’s policies and rules, as they may be in effect from time to time.

  • Certain Additional Payments by the Company (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

  • Certain Agreements of the Company The Company agrees with the several Underwriters that:

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • Successors to the Company The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Company or of any division or subsidiary thereof to expressly assume and agree to perform the Company’s obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place.

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