Necessary Acts definition

Necessary Acts. Means, in relation to the results whose obtainment is required, all measures that are reasonable in business terms and which, within the legal authority of the Party in charge of performing those “Necessary Acts” is pertinent for the purposes of obtaining such result. Such measures include, without limitation, (a) attending the corresponding meetings and casting votes with respect to all of the shares of which the Party obligated to perform the “Necessary Acts” owns; (b) instructing the Directors appointed by or at the proposal of such Party to convene meetings of the board of directors and/or meetings and to vote favorably in meetings of the board of directors and/or make entries into the corporate books and pertinent registries, and to make presentations and/or notifications to Caja de Valores S.A., the CNV, the Buenos Aires Stock Exchange, the SEC, the Inspectorate General of Justice, the ADR depositary and any other authority or body which is necessary in order to obtain the result sought, and which are performed pursuant hereto or to order that they be removed from their positions if they do not perform such acts or do not act pursuant hereto; (c) preparing, executing, and/or signing documents, presentations and notifications and/or registrations or similar acts that are required in order to reach the aforementioned result; (d) adoption by the Parties of other legitimate and suitable means to prevent third parties alien to this Agreement from jeopardizing the effectiveness of its provisions, as well as to give instructions and recommendations to the directors designated by or proposed by the Party in relation to such measures to defend the Agreement.
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Necessary Acts. Means, in relation to the results whose obtainment is required, all measures that are reasonable in business terms and which, within the legal authority of the Party in charge of performing those “Necessary Acts” is pertinent for the purposes of obtaining such result. Such measures include, without limitation, (a) attending the corresponding meetings and casting votes with respect to all of the shares of which the Party obligated to perform the “Necessary Acts” owns; (b) instructing the directors appointed by or at the proposal of such Party to convene meetings of the board of directors and/or meetings and to vote favorably in meetings of the board of directors and/or make entries into the corporate books and pertinent registries, and to make presentations and/or notifications to Caja de Valores S.A., the CNV, the Buenos Aires Stock Exchange, the SEC, the Inspectorate General of Justice and any other authority or body which is necessary in order to obtain the result sought, and which are performed pursuant hereto or to order that they be removed from their positions if they do not perform such acts or do not act pursuant hereto; (c) preparing, executing, and/or signing documents, presentations and notifications and/or registrations or similar acts that are required in order to reach the aforementioned result.
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Necessary Acts. The parties will promptly do all things reasonably necessary of them to give full effect to this clause 6. They must do so at their own expense.
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Examples of Necessary Acts in a sentence

  • The Parties shall attempt through the exercise of their voting rights within the General Meeting or on the Board of Directors, as applicable, to have the Company adopt and execute the Necessary Acts to allow a public offering for sale that would allow certain shares owned by Grupo Repsol YPF to be listed for trading on regulated securities markets (hereinafter, the “OPV”).

  • The Parties undertake to perform all Necessary Acts to prevent the adoption of any resolution related to a Special Matter in the Board of Directors that has not been previously agreed by the Parties.

  • In such case, the Parties undertake to perform the Necessary Acts to reduce to three the directors designated by PESA on the Board of Directors.

  • In which case, the Parties shall perform the Necessary Acts to remove the COO from his position and Grupo Repsol YPF shall cause his resignation or removal as Director.

  • Each one of the Parties shall be liable to the other for the acts and omission of the Nominee Directors and other persons designated or proposed by it, with respect to the full performance and observance at all times of the provisions of this Agreement and the performance by the nominee Directors and such persons as are designated or proposed by it of the Necessary Acts leading to such performance.

  • Consequently, Repsol YPF, undertakes to perform the Necessary Acts so its subsidiary companies do not make any claim against the Company for any act, event, or omission caused or occurring prior to the signing hereof.

  • The Parties undertake to take all Necessary Acts (i) for the Directors named by them to do the proper thing in any meeting of the Company’s Board of Directors and/or in the performance of their functions; and (ii) for the better performance of all the provisions of this Shareholders’ Agreement.

  • The Parties shall perform the Necessary Acts for the Board of Directors, the Audit Committee, the Executive Committee and the Management Committee of the Company to be comprised at all times in the manner indicated in Clause 5, and for the positions and functions stipulated in this Clause 5 to be distributed at all times in the manner indicated in such Clause 5.

  • The Parties undertake to perform the Necessary Acts so that on such date (i) the persons proposed by each Party be designated as full Directors, alternate Directors, full Trustees and alternate Trustees, respectively, of the Company, and (ii) the Company’s Shareholders’ Meeting approve the amendment of the Company’s Corporate Bylaws so that the Clauses detailed in Appendix 7.3-2nd remain written according to the text indicated in such Annex.

  • The Parties undertake to perform the Necessary Acts for the Company to distribute the 2006 Dividend in cash, before May 15, 2008.

Related to Necessary Acts

  • Necessary Action means, with respect to a specified result, all actions (to the extent such actions are permitted by applicable law and, in the case of any action by the Company that requires a vote or other action on the part of the Board, to the extent such action is consistent with the fiduciary duties that the Company’s directors may have in such capacity) necessary to cause such result, including (i) voting or providing a written consent or proxy with respect to shares of Common Stock, (ii) causing the adoption of stockholders’ resolutions and amendments to the organizational documents of the Company, (iii) executing agreements and instruments and (iv) making or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

  • STATUTORY ACTS means all the State and Central Government statutes and regulations effecting the operation of the services under this Agreement as may be in force from time to time and shall particularly include but not be limited to the following;

  • necessary skills means skills and experience, other than professional qualifications, specified by the Corporation as appropriate for members to have;

  • Necessary Authorizations means all approvals and licenses from, and all filings and registrations with, any governmental or other regulatory authority, including, without limiting the foregoing, the Licenses and all approvals, licenses, filings and registrations under the Communications Act, necessary in order to enable the Borrower and its Subsidiaries to own, construct, maintain, and operate communications tower facilities and to invest in other Persons who own, construct, maintain, manage and operate communications tower facilities.

  • Ministerial acts means those routine acts which a licensee can perform for a person which do not