Standback Sample Clauses

Standback. Subject to the terms and conditions of this Agreement, --------- Snowball will identify X:drive as Snowball's "exclusive file hosting and file management provider" (or other identification as agreed to by the parties) on each Snowball Site. Snowball will not, during the term of this Agreement, enter into any agreement with respect to any of the sites described on Exhibit E --------- (each, a "X:drive Competitor") to promote such X:drive Competitor as a Snowball recommended provider of Web-based file hosting and file management services or to establish a promotional program for Snowball Affiliates similar to the X:drive Program. Exhibit E may be augmented during the term of this Agreement --------- by mutual agreement of the parties. Notwithstanding the foregoing, Snowball will be free to display advertisements (including links) on the Snowball Network that promote other companies that provide services similar to the X:drive Service and to include such advertisements in emails or newsletters distributed by Snowball.
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Standback. The Purchaser shall not prepay, or voluntarily or optionally redeem, repurchase, defease or acquire or retire for value, any Subordinated Indebtedness unless the Senior Note Indebtedness has been paid in full. The Purchaser shall not make any payment or prepayment in respect of Subordinated Indebtedness, if, at the time or immediately after giving effect to the payment of such amount, there shall exist a default or an event of default with respect to any Senior Note Indebtedness or in the instrument or instruments under which the same is outstanding, permitting (or which will, with the passage of time or notice or both, permit) the holder or holders thereof (or any representative or agent on behalf of such holder or holders) to accelerate the maturity or demand immediate payment thereof (a “Senior Note Default”). The holder or holders of Subordinated Indebtedness shall not accept, ask for, or demand any payment in respect of Subordinated Indebtedness if such holder or holders are aware that, at the time or after immediately giving effect to the payment of such amount, there shall exist a Senior Note Default, unless and until all Senior Note Indebtedness is paid in full or such Senior Note Default shall have been cured or waived by the holders of the Senior Note Indebtedness or the benefits of this sentence shall have been waived by or on behalf of, and at the sole option of, the holders of the Senior Note Indebtedness. Notwithstanding the foregoing, the suspension of payments described in the preceding sentence shall terminate, and the Purchaser shall be obligated to make all payments of interest on this Note (including any payments not made by virtue of such suspension), if the holders of the Senior Note Indebtedness have not, on or prior to the 180th day after the occurrence of the Senior Note Default, declared all unpaid principal and interest on such Senior Note Indebtedness to be immediately due and payable, unless such Senior Note Default shall have been cured or waived or otherwise ceases to exist pursuant to the terms of such Senior Note Indebtedness. The Holder agrees that so long as payments or distributions for or on account of the Subordinated Indebtedness are not permitted pursuant to this Section 6, the holders of Subordinated Indebtedness shall not, without the prior written consent of holders of Senior Note Indebtedness sufficient to bind all holders of Senior Note Indebtedness, commence, or join with any other creditor in commencing, any p...
Sample 1
Standback. The Holder agrees not to exercise any rights against the Collateral which it would otherwise be entitled to exercise hereunder or pursuant to the Security Agreement upon an Event of Default if at such time there shall exist a Senior Note Default, unless and until all Senior Note Indebtedness has been paid in full or such Senior Note Default shall have been cured or waived by the holders of Senior Note Indebtedness or the benefits of this sentence have been waived by or on behalf of, and at the sole option of, the holders of Senior Note Indebtedness. Notwithstanding the foregoing, the suspension of the right to exercise such rights against the Collateral shall terminate, and the Holder may exercise such rights, if the holders of the Senior Note Indebtedness have not, on or prior to the 180th day after the occurrence of the Senior Note Default, declared all unpaid principal and interest on the Senior Note Indebtedness to be immediately due and payable, unless such Senior Note Default shall have been cured or waived or otherwise ceases to exist pursuant to the terms of the Senior Note Indebtedness.
Sample 1
Standback. Each Holder hereby agrees that it shall not sell or otherwise transfer or dispose of any Registrable Securities or any other securities of the Company for the period of time specified by an underwriter of securities of the Company (other than to donees who agree to be similarly bound) not to exceed one hundred eighty (180) days after the effective date of any future registration statement filed by the Company in connection with any underwritten public offering of the Company's Common Stock. In order to enforce the foregoing covenant, the Company may impose legends and stock transfer instructions with respect to the Registrable Securities held by each Holder, and so the shares or securities of every other person subject to the foregoing restriction, until the end of such period.
Sample 1
Standback. Cameron Associates hereby agrees that it shall not sell or otherwise transfer or dispose of any Registrable Shares or any other securities of the Company for the period of time specified by an underwriter of securities of the Company (other than to donees who agree to be similarly bound) not to exceed one hundred eighty (180) days after the effective date of any future registration statement filed by the Company in connection with any underwritten public offering of the Company's Common Stock. In order to enforce the foregoing covenant, the Company may impose legends and stock transfer instructions with respect to the Registrable Securities held by Cameron Associates.
Sample 1
Standback. If there shall exist a default (payment or otherwise) with respect to any Senior Indebtedness or in the instrument or instruments under which the same is outstanding, permitting (or which will, with the passage of time or notice or both, permit) the holder or holders thereof (or any representative on behalf of such holder or holders) to accelerate the maturity or demand immediate payment thereof (a "SENIOR DEFAULT"), then the holder or holders of Subordinated Indebtedness shall not accept, ask, demand or sue xxx any payment in respect of Subordinated Indebtedness for a period of 180 days after the date of such Senior Default (each such period, a "STANDSTILL PERIOD"), if the holder or holders are aware that, at the time or after immediately giving effect to the payment of such amount, there shall exist a Senior Default, unless and until all Senior Indebtedness is paid in full or such Senior Default shall have been cured or waived by the holder or holders of the Senior Indebtedness. As long as any Senior Indebtedness is outstanding during a Standstill Period, the holder or holders of Subordinated Indebtedness shall not, without the prior written consent of holder or holders of Senior Indebtedness sufficient to bind all holders of Senior Indebtedness, commence, or join with any other creditor in commencing any proceeding referred to in clause (v) of the definition of Event of Default. The holders of Senior Indebtedness may not implement a Standstill Period more than once in any 360 day period.
Sample 1

Related to Standback

  • Stop Trade An SEC or judicial stop trade order or Principal Market trading suspension that lasts for five or more consecutive trading days.

  • Merchant has the power and authority to authorize the automatic funds transfer provided for in the Merchant Agreement;

  • Discretionary Investment Management Services The Adviser shall act as investment adviser with respect to each Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fund, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with the investment objectives, policies and restrictions of each Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of a Fund.

  • Securities Depositories and Book-Entry Systems The Custodian may deposit and/or maintain Securities of the Fund in a Securities Depository or in a Book-Entry System, subject to the following provisions:

  • Book-Entry Only System It is intended that the bonds of Series 98 be registered so as to participate in the securities depository system (the "DTC System") with The Depository Trust Company ("DTC"), as set forth herein. The bonds of Series 98 shall be initially issued in the form of a fully registered bond or bonds in the name of Cede & Co., or any successor thereto, as nominee for DTC. The Company and the Trustees are authorized to execute and deliver such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations from the Company and the Trustees to DTC relating to the bonds of Series 98 (the "Representation Letter"). In the event of any conflict between the terms of the Representation Letter and the Mortgage, the terms of the Mortgage shall control. DTC may exercise the rights of a bondholder only in accordance with the terms hereof applicable to the exercise of such rights. With respect to bonds of Series 98 registered in the name of DTC or its nominee, the Company and the Trustees shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which DTC holds such bonds from time to time as securities depository (each such broker-dealer, bank or other financial institution being referred to herein as a "Depository Participant") or to any person on behalf of whom such a Depository Participant holds an interest in such bonds (each such person being herein referred to as an "Indirect Participant"). Without limiting the immediately preceding sentence, the Company and the Trustees shall have no responsibility or obligation with respect to:

  • Network Management 60.1 CLEC and CenturyLink will exchange appropriate information (e.g., network information, maintenance contact numbers, escalation procedures, and information required to comply with requirements of law enforcement and national security agencies) for network management purposes. In addition, the Parties will apply sound network management principles to alleviate or to prevent traffic congestion and to minimize fraud associated with third number billed calls, calling card calls, and other services related to this Agreement.

  • INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS The Fund will provide the Sub-Adviser with the statement of investment objective, policies and restrictions applicable to the Series as contained in the Series' Prospectus and Statement of Additional Information, all amendments or supplements to the Prospectus and Statement of Additional Information, and any instructions adopted by the Board of Trustees supplemental thereto. The Fund agrees, on an ongoing basis, to notify the Sub-Adviser in writing of each change in the fundamental and non-fundamental investment policies of the Series and will provide the Sub-Adviser with such further information concerning the investment objective, policies, restrictions and such other information applicable thereto as the Sub-Adviser may from time to time reasonably request for performance of its obligations under this Agreement. The Fund retains the right, on written notice to the Sub-Adviser or the Adviser, to modify any such objective, policies or restrictions in accordance with applicable laws, at any time.

  • Investment Objectives, Policies and Restrictions The Trust will provide Adviser with the statement of investment objectives, policies and restrictions applicable to the Fund as contained in the Trust's registration statements under the Act and the Securities Act of 1933, and any instructions adopted by the Trustees supplemental thereto. The Trust will provide Adviser with such further information concerning the investment objectives, policies and restrictions applicable thereto as Adviser may from time to time reasonably request. The Trust retains the right, on written notice to Adviser from the Trust, to modify any such objectives, policies or restrictions in any manner at any time.

  • Investment Advisory and Management Services The Investment Adviser ------------------------------------------- hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Fund's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trust's Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Fund's Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trust's officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trust's officers and to each of its Trustees, at the Subadviser's expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

  • Eligible Securities Depositories (1) The Custodian or the Domestic Subcustodian may place and maintain a Fund’s Foreign Assets with an Eligible Securities Depository (as defined in Rule 17f-7, which term shall include any other securities depository for which the SEC by exemptive order has permitted registered investment companies to maintain their assets).

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