By Shareholders. Subject to the terms and conditions of this Section 8, each Shareholder, jointly and severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter "Buyer's Affiliates") and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's Affiliates or the Company, directly or indirectly, by reason of, arising out of, resulting from or not otherwise disclosed as a result of (a) the inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material" if for purpose of Section 6.1), or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement, provided, however, that, except with respect to any Claims pursuant to Section 3.6, Shareholders shall have no liability hereunder until the total liability hereunder for all Claims considered together exceeds $50,000 (and then only to the excess), and shall have no liability hereunder in excess of one-half of the sum of (i) the cash payable pursuant to Section 2.1(a), (ii) the adjusted principal amount of the Amortizing Note, (iii) the Interest Only Note and (iv) $150,000. As used in this Section 8, the term "Claim" shall include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.
By Shareholders. New Bylaws may be adopted or these Bylaws may be repealed or amended at the annual or any other meeting of Shareholders called for that purpose, by a vote of Shareholders entitled to exercise a majority of the voting power of the Corporation, or by the written assent of such Shareholders. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
By Shareholders. Except when otherwise required by the 1940 Act, this Declaration of Trust may be amended at any time by a majority vote of the shares of the Trust entitled to be voted.
By Shareholders. (1) Each of the Shareholders severally undertakes that, at all times prior to the Termination Date:-
By Shareholders. Except when otherwise required by the 1940 Act, this Declaration of Trust may ---------------- be amended at any time by a majority of the votes represented by outstanding Shares entitled to vote, except that an amendment which shall affect the holders of one or more series or classes of Shares but not the holders of all outstanding series and classes shall be authorized by vote of holders of a majority of the votes represented by outstanding Shares entitled to vote of each series and class affected and no vote of Shareholders of a series class not affected shall be required.
By Shareholders. Except as otherwise expressly provided in this Agreement, none of the Shareholders shall, without the prior consent in writing of the Agent and the Banks, prior to the Discharge Date:-
By Shareholders. Each of the Shareholders shall pay on demand all costs and expenses (including legal expenses on a full indemnity basis) reasonably incurred by the Agent and/or any of the Banks in protecting or enforcing any rights against it under this Agreement.
By Shareholders. Except as provided in Section 2 of this Article IX, this Declaration of Trust may be amended only by the affirmative vote of the holders of not less than a majority of the Shares then outstanding and entitled to vote thereon.
By Shareholders if any of the conditions provided for in Section 5.2 hereof shall not have been met or waived in writing by Shareholders at or prior to Closing.
By Shareholders. Unless the Articles of Incorporation or by-law adopted by the shareholders provides otherwise as to all or some portion of the by-laws, the shareholders may amend, repeal or adopt the by-laws even though the by-laws may also be amended, repealed or adopted by the board of directors. The above by-laws originally approved and adopted by the Board of Directors on March 21, 1997.
