Powers of the Board Upon Default Sample Clauses

Powers of the Board Upon Default. If a Shareholder is required to Transfer Securities pursuant to of this Agreement or the Articles and such Shareholder fails, refuses or resists the Transfer of such Securities in breach of its obligations under this Agreement or the Articles, the Board acting in good faith, and to the maximum extent permitted by applicable law, may authorise a Person to execute and deliver the necessary Transfer documentation (including but not limited to a counterpart to this Agreement or deed of adherence) on behalf of such Shareholder and the Company may receive the purchase money in trust for such Shareholder and cause the Person acquiring such Securities to be registered as the holder of such Securities in the Company (as the case may be) register of Securities, and admitted as a Shareholder with all the rights associated therewith. The receipt by the Company of the purchase money shall constitute a good discharge to the relevant purchaser and, after such purchaser has been registered as the Shareholder, the validity of the sale and purchase and the relevant Transfer shall not be questioned or challenged by any Person, including, the transferring Shareholder, and any right to so challenge is hereby waived to the maximum extent allowed by law; provided that, for the avoidance of doubt, the foregoing does not restrict any challenge with respect to, or effect a waiver of, any claim that there has been a breach of this Agreement. The Company shall not pay the purchase money to the transferring Shareholder until he, she or it shall have delivered to the Company his, her or its Securities certificate(s), if issued, or a suitable indemnity and the necessary form of transfer.
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Powers of the Board Upon Default. If a Securityholder is required to Transfer Securities pursuant to this Agreement, the Subscription Agreements or the Bye-laws and such Securityholder fails, refuses or resists the Transfer of such Securities, the Board acting in good faith may authorize a Person to execute and deliver the necessary Transfer documentation (including but not limited to a counterpart to this Agreement or a Deed of Adherence) on behalf of such Securityholder and the Company may receive the purchase money in trust for such Securityholder and cause the Person acquiring such Securities to be registered as the holder of such Securities in the Company register of Securities and in the Schedule of Sponsors, the Schedule of Co-Investors and/or the Schedule of Managers, attached hereto (as applicable), and admitted as a Securityholder with all the rights associated therewith. The receipt by the Company of the purchase money shall constitute a good discharge to the relevant purchaser. The Company shall not pay the purchase money to the Transferring Securityholder until he, she or it shall have delivered to the Company his, her or its Securities certificate(s), if issued, or a suitable indemnity and the necessary form of transfer. In furtherance of the foregoing, each Securityholder hereby irrevocably constitutes, appoints and grants to the Company and to each Sponsor Director full power to act without others as such Securityholder's true and lawful representative and attorney, in such Securityholder's name, place and stead, to make, execute, sign, acknowledge, deliver and/or file all instruments, agreements, certificates, powers of attorney and other documents which may be required by any applicable law or otherwise in order to give effect to any Transfer contemplated by this Agreement.
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Related to Powers of the Board Upon Default

  • Action Upon Default Agent shall not be deemed to have knowledge of any Default or Event of Default, or of any failure to satisfy any conditions in Section 6, unless it has received written notice from a Borrower or Required Lenders specifying the occurrence and nature thereof. If a Lender acquires knowledge of a Default, Event of Default or failure of such conditions, it shall promptly notify Agent and the other Lenders thereof in writing. Each Secured Party agrees that, except as otherwise provided in any Loan Documents or with the written consent of Agent and Required Lenders, it will not take any Enforcement Action, accelerate Obligations (other than Secured Bank Product Obligations) or assert any rights relating to any Collateral.

  • Termination Upon Default Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party; provided however, that the non-defaulting Party notifies the defaulting party in writing of the alleged default and that the defaulting Party does not cure the alleged default within sixty (60) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party's insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party's refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation any of the material terms or conditions of this Agreement.

  • Rights Upon Default Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Customer and whether before or after the maturity of any of the Obligations: (A) enforce collection of any of the Accounts (including all Eligible Accounts) and Receipts of the Credit Parties or other amounts owed to the Credit Parties by suit or otherwise; (B) exercise all of the rights and remedies of the Credit Parties with respect to Proceedings brought to collect any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties; (C) surrender, release or exchange all or any part of any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (D) sell or assign any Account (including all Eligible Accounts) or Receipts of the Credit Parties, or other amount owed to the Credit Parties, upon such terms, for such amount and at such time or times as Lender deems advisable; (E) prepare, file and sign any Credit Parties’ name on any proof of claim in bankruptcy or other similar document against any Customer or other Person obligated to the Credit Parties; and (F) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill the Credit Parties’ obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties. In addition to any other provision hereof, Lender may at any time after the occurrence and during the continuance of an Event of Default, at the Credit Parties’ expense, notify any parties obligated on any of the Accounts (including all Eligible Accounts) and Receipts to make payment directly to Lender of any amounts due or to become due thereunder.

  • Succession upon Default With respect to the Trust Fund, each of the following events shall constitute an Event of Default by ▇▇▇▇▇▇ ▇▇▇: (i) any failure by ▇▇▇▇▇▇ Mae to distribute to Holders of Certificates of any Class any payment required to be made under the terms hereof which continues for a period of fifteen days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to ▇▇▇▇▇▇ ▇▇▇ by the Holders of Certificates of such Class representing Certificate Balances aggregating not less than 5% of the related Class Balance; or (ii) failure on the part of ▇▇▇▇▇▇ Mae duly to observe or perform in any material respect any other of the covenants or agreements on the part of ▇▇▇▇▇▇ ▇▇▇ in the Certificates or in this Trust Agreement which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to ▇▇▇▇▇▇ Mae by the Holders of Certificates of any Class representing Certificate Balances aggregating not less than 25% of the aggregate of the Class Balances; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against ▇▇▇▇▇▇ ▇▇▇ and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or (iv) ▇▇▇▇▇▇ Mae shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to ▇▇▇▇▇▇ ▇▇▇ or to all or substantially all of its property; or (v) ▇▇▇▇▇▇ Mae shall admit in writing its inability to pay its debts generally as they become due, file a petition to invoke any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. Upon the occurrence of an Event of Default, and so long as such Event of Default shall not have been remedied, the Holders of Certificates of any Class representing Certificate Balances aggregating not less than 25% of the related Class Balance may (a) terminate all obligations and duties of ▇▇▇▇▇▇ ▇▇▇ hereunder in its corporate capacity (other than its continuing guaranty obligations as set forth in Section 3.03) and as Trustee, and (b) name and appoint a successor or successors (in case such Holders of Certificates shall appoint a separate Person to act as Trustee) to succeed to and assume all of such obligations (other than its guaranty obligations as set forth in Section 3.03) and duties and to the legal title to the Underlying REMIC Certificates and other assets comprising the Trust Fund. Such actions shall be effected by notice in writing to ▇▇▇▇▇▇ Mae and shall become effective upon receipt of such notice by ▇▇▇▇▇▇ ▇▇▇ and the acceptance of such appointment by such successor or successors. On and after the receipt by ▇▇▇▇▇▇ Mae of such written notice and the acceptance by the successor or successors to ▇▇▇▇▇▇ ▇▇▇, all obligations (other than its continuing obligations as set forth in Section 3.03) and duties imposed upon ▇▇▇▇▇▇ Mae in its corporate capacity and in its capacity as Trustee under this Trust Agreement shall pass to and vest in the successor or successors named in the notice, and such successor or successors shall be authorized, and hereby are authorized, to take all such action and execute and deliver all such instruments and documents on behalf of ▇▇▇▇▇▇ ▇▇▇, as attorney in fact or otherwise, as may be necessary and appropriate to effect the purposes of such written notice, including, without limitation, the transfer of legal title in and to the Underlying REMIC Certificates comprising the Trust Fund and all proceeds and avails thereof then held by ▇▇▇▇▇▇ Mae.

  • Rights of Holder upon Default Subject to the provisions set forth in Sections 5 and 6 of the Purchase Agreement, upon the occurrence or existence of any Event of Default (other than an Event of Default referred to in Paragraphs 4(c) and 4(d)) and at any time thereafter during the continuance of such Event of Default, Holder may declare all outstanding Obligations payable by Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Purchase Agreement to the contrary notwithstanding. Upon the occurrence or existence of any Event of Default described in Paragraphs 4(c) and 4(d), immediately and without notice, all outstanding Obligations payable by Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Purchase Agreement to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default and subject to the provisions of Sections 5 and 6 of the Purchase Agreement, Holder may exercise any other right, power or remedy granted to it by the Purchase Agreement or otherwise permitted to it by law, either by suit in equity or by action at law, or both.