Prior consultation obligations Sample Clauses

Prior consultation obligations. The SHA provides for prior consultation obligations undertaken by each Party in relation to the exercise of the voting rights pertaining to the overall shares held in the Bank. Particularly, the Parties undertook to consult each other in order to define a common action on the Bank’s programmatic and industrial guidelines regarding, for instance and without limitation, (i) the general performance of the Group;; (ii) the possible candidacies for the appointment as members of the Board of Directors and/or of the Board of Statutory Auditors of Banco BPM; as well as (iii) strategic and/or extraordinary transactions to be approved by the extraordinary Shareholders’ meetings of the Bank, within the framework of the consultation procedures contained in the SHA (as described in the following point 5) and, in any case, without prejudice to the equal information with respect to the generality of the Shareholders of Banco BPM. The Parties agreed on the Parties’ full freedom to vote in the Shareholders’ meetings, either ordinary or extraordinary, since the Parties’ consultation is functional solely to the exercise of an informed vote. Similarly, the resolutions adopted by the Parties’ Meetings will not have any binding legal effect on the vote exercise by any Party in the context of the Bank’s Shareholders’ meetings.
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Prior consultation obligations. The Agreement provides that Xxxxxxx Partecipazioni and ECIP M shall consult each other in good faith at least 10 business days before the date scheduled for any Shareholders’ Meeting and Board of Directors’ meeting of the Company and of any of the subsidiaries called to resolve on any of the following matters: (i) any capital increase, or any issuance of convertible bonds or any other kind of securities that are, for any reason, convertible into or exchangeable with shares of the Company, excluding the pre-emptive right, or even if this right is not excluded, if issued at an issue price per share which has not been calculated on the basis of the Company’s fair market value in the previous six (6) months; (ii) any merger or demerger involving companies that are not entirely owned by the Company; (iii) any amendment to the Company’s by-laws relating to (a) the corporate object; (b) the appointment of the corporate bodies; or (c) the rights of the shareholders, including, without any limitation, any qualified majority; (iv) any voluntary delisting; (v) any acquisition or sale of any company, business or segment of business representing, in the aggregate, as enterprise value, directly or indirectly, 20% or more of the Company’s market capitalisation as at the date on which the final contractual documents concerning the transaction are submitted to the Board of Directors; and (vi) the incurrence of any indebtedness that exceeds, in the aggregate, directly or indirectly, EUR 250 million, by more than EUR 150 million. Based upon the agreements reached during the prior consultation, Xxxxxxx Partecipazioni and ECIP M undertake to cast their votes at any Shareholders’ Meeting with a mutual voting approach, and to ensure, to the extent permitted by law, that the directors respectively appointed cast their votes at any board of directors’ meeting with a mutual voting approach. For as long as ECIP M’s holding in the Company is equal to or higher than 10% of the share capital, failing an agreement between Xxxxxxx Partecipazioni and ECIP M during the prior consultation, each of them undertakes not to vote in favour of a resolution on any of the matters referred to above at any Shareholders’ Meeting of the Company or of any of its subsidiaries.
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Prior consultation obligations. In order to safeguard the traditional attention paid by UBI Banca to the business and social resources of the community in which it is based, the holders of the Syndicated Shares agree to consult each other in order to define common action concerning the programmes and business guidelines of the bank, with particular reference to candidates to the office of members of the supervisory board and matters submitted to the shareholders’ meeting of UBI Banca for approval which may be of importance to the matters mentioned above.
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Related to Prior consultation obligations

  • Cooperation obligations The Parties undertake to cooperate to allow the timely submission, examination, publication and defence of any dissertation or thesis for a degree which includes their Results or Background subject to the confidentiality and publication provisions agreed in this Consortium Agreement.

  • Termination Obligations The Supplier shall comply with all of its obligations contained in the Exit Plan. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), the Supplier shall: cease to use the Customer Data; provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form (or such other format as reasonably required by the Customer); erase from any computers, storage devices and storage media that are to be retained by the Supplier after the end of the Termination Assistance Period all Customer Data and promptly certify to the Customer that it has completed such deletion; return to the Customer such of the following as is in the Supplier's possession or control: all materials created by the Supplier under this Legal Services Contract in which the IPRs are owned by the Customer; any equipment which belongs to the Customer; any items that have been on-charged to the Customer, such as consumables; and any sums prepaid by the Customer in respect of Ordered Panel Services not delivered by the Expiry Date; vacate any Customer Premises; remove the Supplier Equipment together with any other materials used by the Supplier to supply the Ordered Panel Services and shall leave the sites in a clean, safe and tidy condition. The Supplier is solely responsible for making good any damage to the sites or any objects contained thereon, other than fair wear and tear, which is caused by the Supplier and/or any Supplier Personnel; provide access during normal working hours to the Customer and/or the Replacement Supplier for up to twelve (12) Months after expiry or termination to: such information relating to the Ordered Panel Services as remains in the possession or control of the Supplier; and such members of the Supplier Personnel as have been involved in the design, development and provision of the Ordered Panel Services and who are still employed by the Supplier, provided that the Customer and/or the Replacement Supplier shall pay the reasonable costs of the Supplier actually incurred in responding to requests for access under this paragraph. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), each Party shall return to the other Party (or if requested, destroy or delete) all Confidential Information of the other Party and shall certify that it does not retain the other Party's Confidential Information save to the extent (and for the limited period) that such information needs to be retained by the Party in question for the purposes of providing or receiving any Ordered Panel Services or termination services or for statutory compliance purposes. Except where this Contract provides otherwise, all licences, leases and authorisations granted by the Customer to the Supplier in relation to the Ordered Panel Services shall be terminated with effect from the end of the Termination Assistance Period.

  • Notification Obligations (a) If by reason of a Force Majeure Event a Party is wholly or partially unable to carry out its obligations under this Agreement, the affected Party shall:

  • Mitigation Obligations If any Lender requests compensation under Section 5.01, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.01 or Section 5.03, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

  • Notification obligation If the Recipient becomes aware of any unauthorized use or disclosure of Discloser’s Confidential Information, then Recipient will promptly and fully notify the Discloser of all facts known to it concerning such unauthorized use or disclosure. In addition, if the Recipient or any of its employees or agents are required (by oral questions, interrogatories, requests for information, or documents in legal proceedings, subpoena, civil investigative demand, or other similar process) to disclose any of Discloser’s Confidential Information, the Recipient will not disclose the Discloser’s Confidential Information without providing the Discloser with commercially reasonable advance prior written notice to allow Discloser to seek a protective order or other appropriate remedy or to waive compliance with this provision. In any event, the Recipient will exercise its commercially reasonable efforts to preserve the confidentiality of the Discloser’s Confidential Information, including, without limitation, cooperating with Discloser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information.

  • POST-TERMINATION OBLIGATIONS All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with this Section 9 for one (1) full year after the earlier of the expiration of this Agreement or termination of Executive's employment with the Holding Company. Executive shall, upon reasonable notice, furnish such information and assistance to the Holding Company as may reasonably be required by the Holding Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party.

  • Parallel Operation Obligations Once the Small Generating Facility has been authorized to commence parallel operation, the Interconnection Customer shall abide by all rules and procedures pertaining to the parallel operation of the Small Generating Facility in the applicable control area, including, but not limited to: (1) the rules and procedures concerning the operation of generation set forth in the NYISO tariffs or ISO Procedures or the Connecting Transmission Owner’s tariff; (2) any requirements consistent with Good Utility Practice or that are necessary to ensure the safe and reliable operation of the Transmission System or Distribution System; and (3) the Operating Requirements set forth in Attachment 5 of this Agreement.

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

  • Director Notification Obligation If the Participant is a director of the Corporation’s Malaysian Affiliate, the Participant is subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian Affiliate in writing when the Participant receives or disposes of an interest (e.g., an Award or shares) in the Corporation or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Corporation or any related company. MEXICO

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

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