Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board may be taken by written consent without a meeting. Any such action taken by the Board without a meeting shall be effective only if the written consent or consents are in writing, setting forth the action so taken, and signed by all Managers.
Shareholders meetings of the Target Company may be convened before the end of each month to review the financial and business status of the Target Company. In case of emergency and pursuant to the request of the majority of shareholders, extraordinary meetings may be convened by either shareholder at any time.
Meeting Requirements. At the written request of either or (a “MM Request”), each party shall arrange to meet and confer with the other (at a mutually reasonable and convenient time and location), as to the status of the maintenance, repair and other work required to be performed under this Lease and to # if requested by either party, conduct a full inspection of the condition of the Building and Premises including the Building Structure and Building Systems, # if requested by either party, review and discuss the Service Agreements, and # if requested by either party, review and discuss ’s and ’s obligations as set forth under this Lease (each, a “Maintenance Meeting”); provided, however, in no event shall or be required to participate in more than one such Maintenance Meeting in any calendar year, unless such a Maintenance Meeting is required in connection with an emergency situation or event. In connection with, and in advance of, any such Maintenance Meeting, to the extent ’s MM Request included a request for maintenance and repair reports, documents and back-up materials, shall promptly deliver any maintenance and repair reports, documents and back-up materials related to the maintenance, repair and other work required to be performed by under the Lease, to the extent the same are regularly and customarily generated and maintained by, and in the possession of, its Facilities Team (collectively, the “M&R Reports”).
Exceptional Meeting Fees. A fee of shall be paid to a Non-Employee Director for each Board or committee meeting attended by such Non-Employee Director in excess of five (5) special Board or committee meetings during the applicable calendar year and applies only to any non-regularly scheduled meeting in excess of a two-hour duration. Such exceptional meeting fees shall be paid by the Company in arrears not later than the third business day following the end of the calendar quarter in which any such exceptional meeting occurs (if not deferred by the Non-Employee Director in accordance with subsection # hereof).
DC Selection Meeting. The Parties shall hold a meeting at the date and time agreed upon by the Parties, but no later than the earlier of # the date of submission of the first IND in the United States or in or # , in order to discuss the selection of one potential Licensed Drug Candidate among the Drug Candidates to move toward further Development and Commercialization by the Parties (the “DC Selection Meeting”).
#, acting through the Board, shall take all actions in accordance with applicable Law, its Certificate of Incorporation and By-laws necessary to promptly and duly call, give proper notice of, convene and hold as promptly as practicable the Meeting for the purpose of considering and voting upon the Voting Proposal. As soon as practicable after execution of this Agreement, shall prepare a proxy statement to solicit from the Stockholders proxies in favor of the Voting Proposal (the “Proxy Statement”). Subject to [Section 6.1], the Board shall recommend approval of the Voting Proposal by the Stockholders and include such recommendation in the materials delivered to the Stockholders , and shall use reasonable best efforts to # solicit from the Stockholders proxies in favor of the Voting Proposal and # take all other actions necessary or advisable to secure the vote or consent of the Stockholders required by applicable Law to obtain such approval. shall not submit any other proposals for approval at the Meeting other than a Superior Proposal without the prior written consent of the Companies. shall keep the Companies updated with respect to proxy solicitation results as requested by the Companies. Notwithstanding anything to the contrary contained in this Agreement, may not adjourn or postpone the Meeting once the Meeting has been called and noticed without the prior written consent of the Companies other than to the extent necessary to ensure that any required supplement or amendment to the materials delivered to the Stockholders (including the Proxy Statement) is provided to the Stockholders or, if as of the time for which the Meeting is originally scheduled # there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Meeting or # there are insufficient votes in favor of the Voting Proposal and believes in good faith that it can procure sufficient votes in favor of the Voting Proposal by adjourning the meeting to a date not more than thirty (30) calendar days from the scheduled date of the Meeting; provided, however, that shall provide prompt written notice to Patriot and Bank of any such adjournment or postponement. If the Board recommends a Super Proposal, it will not alter the obligation of to submit the adoption of this Agreement and the approval of the Merger to the Stockholders at the Meeting to consider and vote upon, unless this Agreement shall have been terminated in accordance with its terms prior to the Meeting.
Annual Meeting of Stockholders. Each director is encouraged to attend the Annual Meeting of Stockholders.
Committee Meetings. The Committee will hold meetings at least annually. A majority of the members then in office will constitute a quorum. All actions of the Committee may be taken with or without a meeting. Each action of the Committee taken at a meeting shall be taken on a majority vote of all members of the Committee then in office. Any action taken without a meeting shall be in writing and signed by a majority of the members of the Committee then in office. The Committee may establish such other rules and procedures for taking action with or without a meeting as it shall deem appropriate.
Without Cause. The Employer may Terminate Employee’s employment during the Employment Period without Cause (“Termination Without Cause”).
Without Cause. The Employee’s Term of employment may be terminated by the Company for any reason or no reason, to be effective upon thirty (30) days prior written notice given by the Company to Employee.
Further Actions. Each Party hereby agrees to execute, acknowledge and deliver such further instruments, and to do all other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement including, without limitation, any filings with any government antitrust agency which may be required.
Court Actions. Nothing contained in this Agreement shall deny either party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, and such an action may be filed and maintained notwithstanding any ongoing discussions between the parties or any ongoing arbitration proceeding. In addition, either party may bring an action in any court of competent jurisdiction to resolve disputes pertaining to the validity, construction, scope, enforceability, infringement or other violations of patent rights or other intellectual property rights, and no such claim shall be subject to arbitration pursuant to [Section 10.2].
Further Actions. The Participant and the Company each agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.
Actions Conclusive. The Committee shall have complete discretion in carrying out its powers and responsibilities under the Plan, and its exercise of discretion hereunder shall be final and conclusive.
The undersigned, being the directors of MAX SOUND CORPORATION, a corporation of the State of Delaware ("Corporation”, “Employer” or “Company”), does hereby authorize and approve the actions set forth in the following resolutions without the formality of convening a meeting, and does hereby consent to the following action of this Corporation, which actions are hereby deemed effective as of the date hereof:
To the extent permitted by applicable law, the Board may act without a meeting, without notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by a Director or Directors having not less than the minimum number of votes that would be necessary to authorize or take such action at a duly held meeting of the Board. All actions taken by the Board in the form of a written consent shall be distributed to each Director upon the taking of such action.
13.4Quorum. A majority of the members of the Committee at any time in office shall constitute a quorum for the transaction of business. All resolutions or other actions taken by the Committee shall be by vote of a majority of those present at the meeting of the Committee, or without a meeting by instrument in writing signed by a majority of the members of the Committee. A member shall be entitled to note dissent to any action of the Committee either by entry of such dissent in the minutes or by forwarding a written dissent to the secretary of the meeting at or immediately after the meeting.
As promptly as practicable after the execution of this Agreement, BRPA (with the assistance and cooperation of the Company as reasonably requested by BRPA) shall use reasonable best efforts to prepare and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement and the Consent Solicitation Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the BRPA Common Stock to be issued under this Agreement, which Registration Statement will also contain the Proxy Statement and the Consent Solicitation Statement. The Registration Statement shall include for registration all shares of BRPA Common Stock issued under this Agreement, including the Earnout Shares.
Regulatory Enforcement Actions. The Company, the Bank and its other Subsidiaries are in compliance in all material respects with all laws administered by and regulations of any Governmental Agency applicable to it or to them, except where the failure to comply would not have a Material Adverse Effect. None of the Company, the Bank, the Company’s or the Bank’s Subsidiaries nor any of their officers or directors is now operating under any restrictions, written agreements, memoranda, commitment letter, supervisory letter or similar regulatory correspondence, or other commitments (other than restrictions of general application) imposed by any Governmental Agency, nor are, to the Company’s knowledge, # any such restrictions threatened, # any agreements, memoranda or commitments being sought by any Governmental Agency, or # any legal or regulatory violations previously identified by, or penalties or other remedial action previously imposed by, any Governmental Agency remains unresolved.
No Other Actions. Consistent with the Release of Claims in Paragraph 6 above, the Identified Victims and OZ Africa hereby represent and warrant that they have not commenced or filed any action, complaint, grievance, demand for arbitration, lawsuit or claim of any nature concerning any subject, in any venue or forum, against any of the Releasees. The Identified Victims and OZ Africa also represent and warrant that they will not appeal, challenge or otherwise seek review, recovery or recoupment, by writ of mandamus or otherwise, of the Settlement Payment provided it is made and distributed. For the avoidance of doubt, nothing in this Agreement is intended to preclude OZ Africa from appealing or challenging any award of restitution ordered to be paid to any identified victim other than the Identified Victims.
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