QIA Right to Approve Clause Samples

QIA Right to Approve. 10.2.1 Notwithstanding any other provision to the contrary contained in this Agreement, QIA and/or the State of Qatar shall have the sole and exclusive right, exercisable in its sole and absolute discretion, to approve and cause an IPO. 10.2.2 In the event QIA approves and causes an IPO to be undertaken in accordance with Clause 10.2.1, QIA shall control the entire process with respect to the IPO, and make all decisions in connection therewith, including, but not limited to, with respect to the pricing of the shares to be sold in the IPO, the exchange(s) on which the shares are to be listed, and, without limitation of NYSE Euronext’s rights hereunder, the number of members of the Board post-IPO (including their selection and appointment), any special shareholder rights to be afforded to QIA or its nominee, the managing underwriters of the IPO and various other matters. 10.2.3 Without limiting the generality of Clauses 10.2.1 and 10.2.2, any IPO may be undertaken, in QIA’s sole and absolute discretion, solely through a secondary offering of Shares owned by QIA and its Affiliates, without there being any primary offering of shares by the issuer or any participation rights granted to NYSE Euronext; provided, however, that immediately following the consummation of such an IPO, the combined holdings of QIA and NYSE Euronext in the outstanding share capital of the Company equal or exceed 51% following such IPO. 10.2.4 In the event QIA approves and causes an IPO to be undertaken in accordance with Clause 10.2.1, NYSE Euronext shall take and approve, and shall cause its designees to the Board to take and approve, all actions reasonably necessary to facilitate the consummation of the IPO, including any reorganization, recapitalization, restructuring, share distribution, dividend or other separation or change in form of the Company and/or its Subsidiaries, including separation of the Derivatives Exchange Subsidiary from the Cash Equities Subsidiary, provided that a recapitalization or share distribution can only be requested if such obligation arises from other provisions of this Agreement; provided, that a recapitalization or share distribution can only be requested if the consummation of such recapitalization or share distribution would not, separate and apart from the effect of the IPO, otherwise materially and adversely affect the rights of NYSE Euronext hereunder. For the avoidance of doubt, the Parties acknowledge and agree that any such recapitalization or sh...
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Related to QIA Right to Approve

  • Right to Appeal Notwithstanding a determination by any forum listed in Section VI.D above that the Indemnitee is not entitled to indemnification with respect to a specific Proceeding, the Indemnitee shall have the right to apply to the court in which that Proceeding is or was pending, or to any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee’s right to indemnification pursuant to this Agreement. Such enforcement action shall consider the Indemnitee’s entitlement to indemnification de novo, and the Indemnitee shall not be prejudiced by reason of a prior determination that the Indemnitee is not entitled to indemnification. The Company shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable. The Company further agrees to stipulate in any such judicial proceeding that the Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary.

  • Waiver of Right to Appeal Provided the Judgment is consistent with the terms and conditions of this Agreement, specifically including the Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment reflected set forth in this Settlement, the Parties, their respective counsel, and all Participating Class Members who did not object to the Settlement as provided in this Agreement, waive all rights to appeal from the Judgment, including all rights to post-judgment and appellate proceedings, the right to file motions to vacate judgment, motions for new trial, extraordinary writs, and appeals. The waiver of appeal does not include any waiver of the right to oppose such motions, writs or appeals. If an objector appeals the Judgment, the Parties’ obligations to perform under this Agreement will be suspended until such time as the appeal is finally resolved and the Judgment becomes final, except as to matters that do not affect the amount of the Net Settlement Amount.

  • TEXAS LAW TO APPLY 12.01 This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of Texas.

  • Relation to Applicable Law The provisions of Sections 8.4, 8.5 and 8.6 of this Attachment with regard to the confidentiality of information shall be in addition to and not in derogation of any provisions of Applicable Law with regard to the confidentiality of information, including, but not limited to, 47 U.S.C. § 222, and are not intended to constitute a waiver by Verizon of any right with regard to protection of the confidentiality of the information of Verizon or Verizon Customers provided by Applicable Law.

  • Right of Refusal The proposing vendor has the right not to sell under the awarded agreement with a TIPS member at vendor's discretion unless required by law.