Voting Agreement; Cooperation Sample Clauses

Voting Agreement; Cooperation. If any Founding Investor initiates a Buy-Out under Section 4.1, each Founding Investor agrees to vote or act with respect to their Shares, Registrable Securities and designated members of the Board so as to authorize and approve the Buyout unless Exhibit D expressly allows a Founding Investor to withhold such vote or action. Each Party further agrees to assist the other Parties in every proper way to consummate the Buy-Out, effect the Buy-Out, including but not limited to executing and delivering such documents and performing such other acts as a Party may reasonably request in connection with effecting the Buy-Out.
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Voting Agreement; Cooperation. Subject to Section 3.5 (Tax Matters) and provided, that the provisions of this Section 3.4 have been complied with, each of the Televisa Investors shall (a) cast all votes to which they are entitled in respect of their Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the COC Initiating Party may instruct by written notice to the Televisa Investors to approve any aspect or aspects of the Change of Control or, if the COC Initiating Party so instructs, against any proposal competing against or which may impede or delay the Change of Control, including any proposal to approve any amendment to the Charter, any sale, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) necessary to effectuate the Change of Control and subject to the rights of the Televisa Investors under this Section 3.4, (b) agree to waive any dissenters’ rights, appraisal rights or similar rights, (c) reasonably cooperate with the COC Initiating Party with respect to the Change of Control, including executing, acknowledging and delivering consents, assignments, and other documents or instruments, furnishing information and copies of documents, filing applications, reports, returns, filings and other documents or instruments with Governmental Authorities, in each case, to the extent necessary (as reasonably determined by the Company’s outside legal counsel, which shall be a nationally recognized law firm with expertise in Federal Communications Laws) and not inconsistent with the Televisa Investors’ rights under the Governing Documents, and (d) otherwise take all other actions required pursuant to Section 3.9 (Miscellaneous Sale Provisions). In connection with any FCC filing required with regards to any Change of Control, the Company shall file such FCC applications as it is required to file in order to obtain such FCC approval, and the Televisa Investors shall cooperate with the Company and promptly provide the Company with any and all information necessary (as reasonably determined by the Company’s outside legal counsel, which shall be a nationally recognized law firm with expertise in Federal Communications Laws) to complete the filing of such applications. The Company shall use its reasonable best efforts to obtain such FCC approval, including (y) diligently prosecuting such applications, including opposing any p...
Sample 1

Related to Voting Agreement; Cooperation

  • Cooperation Agreement At the Closing, PCC and Buyer shall, and PCC shall cause PCC Parent to, execute and deliver the Cooperation Agreement pursuant to which Buyer, PCC Parent and PCC shall provide each other certain information and other assistance in connection with the collection, administration and/or satisfaction of certain of the Retained Liabilities.

  • Controlling Agreement To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision in the Merger Agreement, the terms of this Agreement shall control.

  • Voting Agreements The Shareholder agrees with, and covenants to, Buyer as follows:

  • Areas of Cooperation The Parties will cooperate, in particular, in the following areas of common interest:

  • Student Agreement The acceptable and unacceptable uses of the Charter School network and the Internet are described in this “Student Acceptable Use Agreement." By signing this agreement, I acknowledge that I have read, understand and agree to abide by the provisions of the attached Student Acceptable Use Policy. I understand that any violations of the above could result in the immediate loss of electronic computing and may result in further disciplinary and/or legal action, including but not limited to suspension, or referral to legal authorities. I also agree to report any misuse of the Charter School network to school site teacher or administrator. Misuse can come in many forms but can be viewed as any messages sent or received that indicate or suggest pornography, unethical or illegal solicitation, racism, sexism, inappropriate language, and other issues described under the unacceptable uses in this Acceptable Use Policy. I realize that all the rules of conduct described in this Charter School Acceptable Use Policy, procedures, and handbooks apply when I am using the Charter School network. Student Name: Student Signature: Date: PARENT OR GUARDIAN AGREEMENT: (Students under the age of 18 must have a parent or guardian who has read and signed this Acceptable Use Contract.) As a parent or guardian of this student, I have read this Acceptable Use Policy and understand that the use of the Charter School network is designated for educational purposes only. I understand that it is impossible for the Charter School to restrict access to all controversial materials, and I will not hold the Charter School, responsible for materials acquired on the Charter School network or Internet. I also agree to report any misuse of these electronic resources to the school administrator. I accept full responsibility for my child should they use remote connections when available to the Charter School network in a non- school setting. I hereby give my permission to issue an account for my child to use the Charter School network and Internet. I release the Charter School, its affiliates and its employees from any claims or damages of any nature arising from my child or dependent’s access and use of the Charter School network. I also agree not to hold the Charter School responsible for materials improperly acquired on the system, or for violations of copyright restrictions, user’s mistakes or negligence, or any costs incurred by users. This agreement shall be governed by and construed under the laws of the United States and the State of California. Student Name: Parent/Legal Guardian Name: Parent/Legal Guardian Signature: Date:

  • Information/Cooperation Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may be reasonably required by the Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that Executive shall not be required to provide information or assistance with respect to any litigation between Executive and the Bank or any other subsidiaries or affiliates.

  • Cooperative Agreement The provisions and pricing of this Contract will be extended to other California local or state governmental entities. Governmental entities wishing to use this Contract will be responsible for issuing their own purchase documents/price agreements, providing for their own acceptance, and making any subsequent payments. Contractor shall be required to include in any Contract entered into with another agency or entity that is entered into as an extension of this Contract a Contract clause that will hold harmless the County of Orange from all claims, demands, actions or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the use of this contract. Failure to do so will be considered a material breach of this Contract and grounds for immediate Contract termination. The cooperative entities are responsible for obtaining all certificates of insurance and bonds required. The Contractor is responsible for providing each cooperative entity a copy of the Contract upon request by the cooperative entity. The County of Orange makes no guarantee of usage by other users of this Contract. The Contractor shall be required to maintain a list of the cooperative entities using this Contract. The list shall report dollar volumes spent annually and shall be provided on an annual basis to the County, at the County’s request.

  • Continuing Cooperation Following the Termination Date, Executive agrees to cooperate with all reasonable requests for information made by or on behalf of Company with respect to the operations, practices and policies of the Company. In connection with any such requests, the Company shall reimburse Executive for all out-of-pocket expenses reasonably and necessarily incurred in responding to such request(s).

  • Litigation Cooperation From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

  • Industrial cooperation The aim of cooperation shall be to:

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