Voting after Enforcement Sample Clauses

Voting after Enforcement. Without prejudice to the terms of the Transaction Documents, at any time after the Charges become enforceable in accordance with Clause 8.1, and in relation to Securities standing to the credit of the Securities Account, after Investor has given written notice to the Custodian: (a) Investor or Receiver shall be entitled to exercise or direct the exercise of the voting and other rights attached to any Securities beneficially owned by Chargor in such manner as it or he sees fit; and (b) Chargor shall comply or procure the compliance with any reasonable directions of Investor or Receiver in respect of the exercise of those rights and shall promptly execute and/or deliver to Investor or Receiver such forms of proxy as it or he requires with a view to enabling such person as it or he selects to exercise those rights.
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Voting after Enforcement. At any time while an Enforcement Event is continuing the Pledgee shall be entitled to exercise or direct the exercise of the voting and other rights attached to any Share as it sees fit.
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Voting after Enforcement. At any time after the Security Agent has delivered to the Assignor a Voting Notice: (a) the Security Agent or the Receiver II shall be entitled to exercise or direct the exercise of the voting and other rights attached to any Charged Share; and (b) the Assignor shall comply or procure the compliance with any directions of the Security Agent or the Receiver II in respect of the exercise of those rights and shall promptly execute and/or deliver to the Security Agent or the Receiver II such forms of proxy as it requires with a view to enabling such person as it selects to exercise those rights.
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Voting after Enforcement. At any time while an Event of Default has occurred and is continuing and the Counterparty has given notice to the Chargor: (a) the Counterparty shall be entitled to exercise or direct the exercise of the voting and other rights attached to any Share in such manner as it sees fit; and (b) the Chargor shall comply or procure the compliance with any directions of the Counterparty in respect of the exercise of those rights and shall promptly execute and/or deliver to the Counterparty such forms of proxy as it requires with a view to enabling such person as it selects to exercise those rights.
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Voting after Enforcement. At any time while an Enforcement Event is continuing the Pledgee shall be able to exercise or direct the exercise of the voting and other rights attached to the Pledged Assets in such manner as it sees fit and the Pledgor shall promptly execute and/or deliver to the Pledgee such forms of proxy as it requires with a view to enabling such person as it selects to exercise those rights.
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Related to Voting after Enforcement

  • GOVERNING LAW & ENFORCEMENT The terms of this Settlement Agreement shall be governed by the laws of the State of California and apply within the State of California. For purposes of this Settlement Agreement only, the Settling Entity stipulates that the Superior Court of California shall have personal jurisdiction over it for the limited and sole purpose of an action to enforce the terms of this Settlement Agreement, brought without joinder of other claims. As an expressed condition of this Settlement Agreement, the Settling Entity waives any exemptions under California Health & Safety Code §25249.6

  • Law Enforcement 24.1 Each Party may cooperate with law enforcement authorities and national security authorities to the full extent required or permitted by Applicable Law in matters related to Services provided by it under this Agreement, including, but not limited to, the production of records, the establishment of new lines or the installation of new services on an existing line in order to support law enforcement and/or national security operations, and, the installation of wiretaps, trap-and-trace facilities and equipment, and dialed number recording facilities and equipment. 24.2 A Party shall not have the obligation to inform the other Party or the Customers of the other Party of actions taken in cooperating with law enforcement or national security authorities, except to the extent required by Applicable Law. 24.3 Where a law enforcement or national security request relates to the establishment of lines (including, but not limited to, lines established to support interception of communications on other lines), or the installation of other services, facilities or arrangements, a Party may act to prevent the other Party from obtaining access to information concerning such lines, services, facilities and arrangements, through operations support system interfaces.

  • Application for Enforcement In the event the Company fails to make timely payments as set forth in Sections 6 or 7(b) above, Indemnitee shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing Indemnitee’s right to indemnification or advancement of expenses pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden of proof shall be on the Company to prove that indemnification or advancement of expenses to Indemnitee is not required under this Agreement or permitted by applicable law. Any determination by the Company (including its Board of Directors, stockholders or independent counsel) that Indemnitee is not entitled to indemnification hereunder, shall not be a defense by the Company to the action nor create any presumption that Indemnitee is not entitled to indemnification or advancement of expenses hereunder.

  • Severability; Enforcement If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.

  • Patent Enforcement (a) Each Party shall promptly notify the other after becoming aware of any alleged or threatened infringement by a Third Party of any Pandion Collaboration IP Patent Right, Astellas Collaboration IP Patent Right or Joint Collaboration IP Patent Right, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any Pandion Collaboration IP Patent Right, Astellas Collaboration IP Patent Right or Joint Collaboration IP Patent Right (collectively, “Infringement”). (b) Astellas shall have the first right to bring and control any legal action in connection with any Infringement at its own expense as it reasonably determines appropriate, and Pandion shall have the right to be represented in any such action by counsel of its choice. Astellas shall provide Pandion and its counsel with copies all court filings and material supporting documentation, and, at the request of Pandion, reasonable access to Astellas’ counsel for consultation, provided that, unless Pandion is joined as a party to such action, any counsel retained by Pandion shall not act as attorney of record for any such action, or conduct any legal proceedings as part of such action, unless specifically requested by Astellas and at Astellas’ expense. If Astellas decides not to bring such legal action, it shall so notify Pandion promptly in writing and Pandion shall have the right to bring and control any legal action in connection with such Infringement at its own expense as it reasonably determines appropriate after consultation with Astellas. (c) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Pandion Collaboration IP Patent Rights, Astellas Collaboration IP Patent Rights or Joint Collaboration IP Patent Rights without the prior written consent of the other Party. (e) Any recoveries resulting from enforcement action relating to a claim of Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) shall be split as follows: (i) if Astellas brought the enforcement action, Astellas shall receive [**] percent ([**]%) of the Remainder and Pandion shall receive [**] percent ([**]%) of the Remainder, and (ii) if Pandion brought the enforcement action, Pandion shall receive [**] percent ([**]%) of the Remainder and Astellas shall receive [**] percent ([**]%) of the Remainder.