Related to Taken
Subject to the terms and conditions herein provided, each of the parties hereto agree to use all reasonable efforts to take, or cause to be taken, all action, and to do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. In the event at any time after the Closing, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and/or directors of All American or MarketCentral, as the case may be, shall take all such necessary action.
Whenever any Partner exercises any option or right to purchase a Partnership Interest pursuant to this Agreement, the selling Partner shall do all things and execute and deliver all deeds, conveyance and other instruments to consummate such purchase and effect a valid transfer of the Partnership Interest.
If the entire Premises or so much of the Premises as to render the balance unusable by Tenant shall be taken by condemnation, sale in lieu of condemnation or in any other manner for any public or quasi-public purpose (collectively “Condemnation”), and if Landlord, at its option, is unable or unwilling to provide substitute premises containing at least as much rentable area as described in Section 1.02 above, then this Lease shall terminate on the date that title or possession to the Premises is taken by the condemning authority, whichever is earlier.
No Disciplinary Action
No employee shall be discharged, penalized, coerced, intimidated or disciplined for acting in compliance with the Occupational Health and Safety Act, its regulations and codes of practice and environmental laws, regulations or codes of practice.
It is further agreed that any violation of the above shall be automatic and sufficient grounds for immediate disciplinary action. Any such disciplinary action may be appealed pursuant to Article 20 herein contained.
(a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on July 6, 1999, has unanimously (A) determined that this Agreement, the Shareholder Agreements and the transactions contemplated hereby and thereby, including, without limitation, each of the Offer, the Merger and the tender of Shares pursuant to the Shareholder Agreements, are fair to and in the best interests of the shareholders of the Company, (B) approved and adopted this Agreement and the transactions, including, without limitation, the Offer, the Merger and the tender of Shares pursuant to the Shareholder Agreements, contemplated hereby and thereby, (C) taken all action to render the provisions of the Rights Agreement, dated as of July 17, 1996, between the Company and The First National Bank of Boston, as Rights Agent, and of Section 203 of the Delaware Law inapplicable to the Offer, the Merger and the Shareholder Agreements, and (D) recommend that the shareholders of the Company accept the Offer and approve and adopt this Agreement and the transactions, including, without limitation, the Merger, contemplated hereby, and (ii) SG Cowen Securities Corporation ("SG Cowen") has delivered to the Board an opinion to the effect that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger is fair to such holders of Shares from a financial point of view, it being understood and acknowledged that such opinion has been rendered to the Board and may only be relied upon by the Board, the Company and any successors thereto. Subject only to the provisions of Sections 6.04 and 8.01(e) below, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that the Board may withdraw such consent in the exercise of its fiduciary duties as contemplated in Sections 6.04 and 8.01(e) below.
Supervisors shall be vested with the powers to discipline employees of the department or work unit, and for cause, may discipline up to a written reprimand. In emergency situations supervisors may relieve employees of their duties, pending further action by a department head. Department Heads shall be vested with the powers to discipline employees of the department or work unit, and for cause, may discipline up to dismissal from employment. The City Manager shall be vested with the powers to discipline employees, and for cause, may discipline up to dismissal from employment. Any proposed disciplinary action greater than a written reprimand requires prior consultation with the Human Resources Director. The employee shall have the right to request another employee or bargaining unit representative be present when the employee is called into a meeting that he/she reasonably believes could result in disciplinary action, or where the purpose of the meeting is to propose or impose discipline, or where the purpose of the meeting is to appeal disciplinary action as provided within this section. Once the employee has designated a representative, all subsequent correspondence shall be sent to the representative at the same time the correspondence is sent to the employee. Any employee disciplined shall be immediately notified in writing of such charges or actions, by U.S. Postal Service mail (with at least mail delivery confirmation) or delivery in person. Any employee aggrieved by such action may utilize the Disciplinary Action Appeal Procedure as hereinafter set forth, as a means of appeal from such by the City. Any time limit described in the appeal procedures may be extended only by mutual agreement in writing. Failure by the employee or the employee’s representative to initiate or appeal within the prescribed time limits shall waive the right of the employee and the employee’s representative from appealing the discipline. In the case of an appeal, the City’s last answer shall be final and conclusive. The failure of the City to respond to an appeal within the prescribed time limits shall be cause for the employee to automatically appeal the discipline to the next step.
(a) The Company hereby consents to the Offer, and on the date the Offer Documents are filed with the SEC, the Company shall simultaneously file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the “Schedule 14D-9”) describing the recommendations referred to in Section 3.3(b) and shall mail the Schedule 14D-9 to the Company Shareholders. Each of the Company, Parent and Buyer shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company Shareholders, in each case as and to the extent required by applicable Federal securities Laws and any other applicable Laws. Parent and Buyer and their counsel shall be given the opportunity to review and comment on the Schedule 14D-9 and any supplements or amendments thereto prior to the filing thereof with the SEC. The Company shall provide Parent and its counsel in writing with any comments or other communications the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments or other communications.
Borrower and each Restricted Subsidiary has all necessary corporate or other organizational power, authority and legal right to execute, deliver and perform its obligations under each Credit Document to which it is a party and to consummate the transactions herein and therein contemplated; the execution, delivery and performance by Borrower and each Restricted Subsidiary of each Credit Document to which it is a party and the consummation of the transactions herein and therein contemplated have been duly authorized by all necessary corporate, partnership or other organizational action on its part; and this Agreement has been duly and validly executed and delivered by each Credit Party and constitutes, and each of the Credit Documents to which it is a party when executed and delivered by such Credit Party will constitute, its legal, valid and binding obligation, enforceable against each Credit Party, as applicable, in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general applicability from time to time in effect affecting the enforcement of creditors’ rights and remedies and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Taking of Necessary Action
Each of the Parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Partnership and each Purchaser shall use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the Purchasers or the Partnership, as the case may be, advisable for the consummation of the transactions contemplated by the Transaction Agreements.