NYSE Waiver Sample Clauses

NYSE Waiver. The Company shall as promptly as practicable prepare and submit to the NYSE an application seeking the NYSE Waiver, which application has been approved by the Board of Directors or the Audit Committee of the Board of Directors. The Company shall comply with Section 312.03 of the NYSE Listed Company Manual and all other NYSE rules and regulations with respect to the NYSE Waiver, pursuant to which the Company shall mail to all stockholders not later than ten (10) days before the Initial Closing Date a letter alerting the stockholders to the Company's omission to seek Shareholder Approval and that the Audit Committee of the Board of Directors has expressly approved the NYSE Waiver.
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NYSE Waiver. The New York Stock Exchange (“NYSE”) shall not have notified the Borrower (i) that the Borrower is no longer entitled to rely on the financial viability exception set forth in Para. 312.05 of the NYSE Listed Company Manual for the new equity issuance by the Borrower to the Lenders pursuant to the Investment and Investor Rights Agreement, including that the NYSE shall not have notified the Borrower that approval by the Borrower’s stockholders is required prior to the issuance of the Investor Initial Shares (as defined in the Investment and Investor Rights Agreement) or (ii) that the Lenders are not entitled to vote the Investor Initial Shares in the shareholder vote required for the Company Charter Amendment as defined in the Investment and Investor Rights Agreement.
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Related to NYSE Waiver

  • ▇▇ Waiver No waiver or non-action by either party hereto with respect to any breach by the other party of any provision of this Agreement shall be deemed or construed to be a waiver of any succeeding breach of such provision, or as a waiver of the provision itself.

  • F2 Waiver The failure of either Party to insist upon strict performance of any provision of the Contract, or the failure of either Party to exercise, or any delay in exercising, any right or remedy shall not constitute a waiver of that right or remedy and shall not cause a diminution of the obligations established by the Contract.

  • Fee Waiver For the term of this Agreement, WTAM agrees to reduce its Management Fee to the percentage of the Fund’s average daily net assets shown in Schedule A.

  • No Waiver; Amendment (a) No failure on the part of the Collateral Agent or any Guarantor to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy by the Collateral Agent or any Guarantor preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. None of the Collateral Agent and the Guarantors shall be deemed to have waived any rights hereunder unless such waiver shall be in writing and signed by such parties. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Borrower, the Guarantors and the Collateral Agent, with the prior written consent of the Required Lenders (except as otherwise provided in the Credit Agreement).

  • Extension of Time; Waiver At any time prior to the Effective Time, the parties may, by action taken or authorized by their respective Boards of Directors, to the extent permitted by applicable Law, (a) extend the time for the performance of any of the obligations or acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties set forth in this Agreement or any document delivered pursuant hereto or (c) subject to applicable Law, waive compliance with any of the agreements or conditions of the other parties contained herein; provided, however, that after the Company Stockholder Approval has been obtained, no waiver may be made that pursuant to applicable Law requires further approval or adoption by the Stockholders without such further approval or adoption. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder.