SPECIAL APPOINTMENT RIGHTS Sample Clauses

SPECIAL APPOINTMENT RIGHTS. Notwithstanding any other provision of this Agreement, at any time (i) on or after the first anniversary of this Agreement, the Company has insufficient financial resources to meet its obligations, including without limitation, an inability to pay any debt when due or having debts due and accruing which exceed the value of its assets, (ii) the Board of Directors or a court of competent jurisdiction determines that the Company has (A) made a material misrepresentation in the Purchase Agreement or the transaction documents related thereto, (B) breached a covenant of the Purchase Agreement that has resulted in a material adverse effect on the operations, business or financial condition of the Company, or (C) has committed fraud in connection with either the Purchase Agreement (and the transaction documents related thereto) or the transactions contemplated thereby, or (iii) it is discovered that an undisclosed liability of the Company existed at the time of the Closing (as defined in the Purchase Agreement) that exceeded ten (10) percent of the Company's market value (calculated by multiplying the number of outstanding shares of the Company's common stock, par value $.0001 (the "Common Stock") on the Closing Date (defined in the Purchase Agreement) by the daily volume weighted average price of the Common Stock for the Closing Date (or the nearest preceding date) on the OTC Bulletin Board as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time to 4:00 p.m. Eastern Time) using the VAP function), the Company, each Shareholder (for so long as such Shareholder owns any Equity Securities) and each Current Director shall take or cause to be taken all such action within their respective power and authority (including without limitation the voting of shares of Equity Securities held by such Shareholder or the taking of action by consent with respect to such shares) to (X) increase the such number of members of the Company's Board of Directors by the number of Directors that shall constitute a minimum majority of the Board of Directors, and (Y) grant to the holders of the Requisite Stock the right, to fill such newly created directorships, to remove any individuals elected to such directorships and to fill any vacancies in such directorships.
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Related to SPECIAL APPOINTMENT RIGHTS

  • Initial Appointments The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion Agent.

  • Excluded Appointments With respect to the Excluded Appointments, (a) nothing in this Agreement shall give the Purchasers the right to control or defend any Proceeding to which any Seller or any of its Affiliates is a party to the extent such Proceedings have resulted in such Appointment being classified as an Excluded Appointment, and, except as may otherwise be agreed between the parties hereto, the Sellers or their Affiliates shall be responsible for the control, defense and/or settlement any such Proceeding and (b) the Sellers or their Affiliates shall be responsible for the control, defense and/or settlement of any matters that have resulted in such Appointment being treated as an Excluded Appointment because the Seller Representative reasonably determines that such appointment is required to be excluded pursuant to applicable Law. Subject to Section 8.2, the Purchasers shall use reasonable best efforts to take any Specified Actions reasonably requested by the Sellers in connection with the Sellers’ defense of such Proceedings or the settlement thereof; provided that the Sellers shall promptly reimburse the Purchasers for any reasonable, documented out-of-pocket costs and expenses incurred by the Purchasers in connection with taking any such actions.

  • Assignment and Participations Appointment of Agent 9.1 Assignment and Participations -----------------------------

  • Exclusive Appointment The Company acknowledges that the appointment of the Manager hereunder is an exclusive appointment for the Term. The Company shall not appoint other managers with respect to the Vessels or the Containership business during the Term, except in circumstances in which it is necessary to do so in order to comply with Applicable Laws or as otherwise agreed by the Manager in writing. This Section 2.5 does not prohibit the Company from having its own employees perform the Management Services.

  • Appointment of Asset Manager; Acceptance of Appointment The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series #TICKER Asset. The Asset Manager hereby accepts such appointment.

  • ASSIGNMENT OF RENTS; APPOINTMENT OF RECEIVER; LENDER IN POSSESSION (a) As part of the consideration for the Indebtedness, Borrower absolutely and unconditionally assigns and transfers to Lender all Rents. It is the intention of Borrower to establish a present, absolute and irrevocable transfer and assignment to Lender of all Rents and to authorize and empower Lender to collect and receive all Rents without the necessity of further action on the part of Borrower. Promptly upon request by Lender, Borrower agrees to execute and deliver such further assignments as Lender may from time to time require. Borrower and Lender intend this assignment of Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of giving effect to this absolute assignment of Rents, and for no other purpose, Rents shall not be deemed to be a part of the Mortgaged Property. However, if this present, absolute and unconditional assignment of Rents is not enforceable by its terms under the laws of the Property Jurisdiction, then the Rents shall be included as a part of the Mortgaged Property and it is the intention of the Borrower that in this circumstance this Instrument create and perfect a lien on Rents in favor of Lender, which lien shall be effective as of the date of this Instrument.

  • Termination of Appointment (a) The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent and the Agent at least 90 days’ prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding, (i) such notice shall not expire less than 45 days before any date upon which any payment is due in respect of any Relevant Notes and (ii) notice shall be given in accordance with Condition 16 to the holders of the Relevant Notes at least 30 days prior to any removal of the Calculation Agent.

  • Preservation of Serviced Appointments Without the prior written consent of the Purchasers, the Sellers shall not (a) amend or modify any Serviced Corporate Trust Contract with respect to any Serviced Appointment, (b) terminate, or consent to the termination of, any Serviced Corporate Trust Contract, (c) sell, transfer, assign or otherwise dispose of any Serviced Appointment, or resign (or consent to removal) from any Serviced Appointment, except as permitted pursuant to Section 7.2.1 and except in the event that the applicable Seller reasonably determines, in consultation with the Purchasers, that such Seller is required to resign from such Serviced Appointment based on a bona fide risk management decision of the Seller Group related to financial crimes compliance or financial crimes related matters, or (d) agree to do any of the foregoing, in each case, except as required to comply with applicable Law or the requirements of a Government Authority of competent jurisdiction.

  • Appointment of Repo Custodian Upon the terms and conditions set forth in this Agreement, Repo Custodian is hereby appointed by the Funds to act as the custodian for the Participating Funds to hold cash, Cash Collateral and Securities for the purpose of effecting repurchase transactions for the Participating Funds through the Joint Trading Account pursuant to the Master Agreement. Repo Custodian hereby acknowledges the terms of the Master Agreement between the Funds and Seller (attached as an Exhibit hereto), as amended from time to time, and agrees to abide by the provisions thereof to the extent such provisions relate to the responsibilities and operations of Repo Custodian hereunder.

  • Perfection of Appointment Should any deed, conveyance or instrument of any nature be required from Grantor by any successor Trustee to more fully and certainly vest in and confirm to such successor Trustee such estates, rights, powers and duties, then, upon request by such Trustee, all such deeds, conveyances and instruments shall be made, executed, acknowledged and delivered and shall be caused to be recorded and/or filed by Grantor.

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