Step-In Right for the Nominee Sample Clauses

The Step-In Right for the Nominee clause grants a designated nominee the authority to assume the rights and obligations of a party under a contract, typically in situations where the original party is unable or unwilling to perform. In practice, this means that if the contracting party defaults or faces insolvency, the nominee can "step in" and continue the contract without interruption, ensuring continuity of service or project delivery. This clause is essential for mitigating risks associated with non-performance and provides assurance to stakeholders that contractual obligations will be fulfilled even if the original party cannot do so.
Step-In Right for the Nominee. (a) If the Adjacent Facility Owner and the CVL IM receive a Nomination Notice, the Nominee shall within 14 days of such Nomination Notice (or such shorter period as expires on the date of the Termination Event) exercise a right to step into the role of the CVL IM under this contract to take effect on the date of the Termination Event by notifying the Adjacent Facility Owner and the CVL IM in writing (such notice to be accompanied by evidence that the Nominee has a Network Licence), whereupon (subject to Clause 8A.3(b)), the Nominee shall covenant with the Adjacent Facility Owner to observe and perform the obliga- tions of the CVL IM under this contract and so that from and including the date of exercise of such right: (i) the CVL IM shall incur no further obligations under this contract; and (ii) references to the CVL IM in this contract shall be deemed to refer to the Nominee.
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Step-In Right for the Nominee. (a) If Network Rail and AKIL receive a Nomination Notice, the Nominee shall within 14 days of such Nomination Notice (or such shorter period as expires on the date of the Termination Event) exercise a right to step into the role of AKIL under this Agreement to take effect on the date of the Termination Event by notifying Network Rail and AKIL in writing (such notice to be accompanied by evidence that the Nominee has a Network Licence), whereupon (subject to Clause 8.3(b)), the Nominee shall covenant with Network Rail to observe and perform the obligations of AKIL under this contract and so that from and in- cluding the date of exercise of such right: (i) AKIL shall incur no further obligations under this Agreement; and (ii) references to AKIL in this contract shall be deemed to refer to the Nom- inee. (b) Notwithstanding Clause 8.3(a), the Nominee shall not be liable to pay to Net- work Rail any sum attributable to the period prior to the step in right being ex- ercised pursuant to Clause 8.3(a) and AKIL shall not be liable to pay to Network Rail any sum attributable to the period on and after the step in right being exer- cised pursuant to Clause 8.3(a). (c) If the Nominee does not step into this contract on the date of a Termination Event then either AKIL or Network Rail shall be free to terminate this contract as if a Nomination Notice had not been served. 9.1 Performance Orders in relation to breach (a) the Innocent Party shall be entitled to apply under Clause 12.4 for a Performance Order against the party in breach; and (b) if a Performance Order is made, the party against whom it has been made shall comply with it.
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Related to Step-In Right for the Nominee

  • No Liability for Election of Recommended Directors No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

  • Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula: 100 x A/B where: A = the number of votes for the election of all directors generally attaching to the Voting Shares Beneficially Owned by such Person; and B = the number of votes for the election of all directors generally attaching to all outstanding Voting Shares. Where any Person is deemed to Beneficially Own unissued Voting Shares, such Voting Shares shall be deemed to be outstanding for the purpose of calculating the percentage of Voting Shares Beneficially Owned by such Person.

  • Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion In addition to any other rights available to the Holder, if Borrower fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder or Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then Borrower shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if Borrower had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, Borrower shall be required to pay the Holder $1,000. The Holder shall provide Borrower written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of Borrower, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Borrower’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.

  • Action by Members Without a Meeting Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by all Members and delivered to the Secretary or any Assistant Secretary of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section is effective when all Members have signed the consent, unless the consent specifies a different effective date.

  • Who May Attend and Vote at Meetings To be entitled to vote at any meeting of Securityholders a Person shall (a) be a Holder of one or more Securities with respect to which the meeting is being held; or (b) be a Person appointed by an instrument in writing as proxy by such Holder of one or more Securities. The only Persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.