Remedies Clause Example with 14 Variations from Business Contracts

Remedies. 3.1 Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company's best efforts to cause the nomination and election of the directors as provided in this Agreement. 3.2 7.1 Irrevocable Proxy and Power of Attorney. Each party to this Agreement hereby const...itutes and appoints as the proxies of the party and hereby grants a power of attorney to the President of the Company, and a designee of the Selling Stockholders, and each of them, with full power of substitution, Company with respect to the matters set forth herein, including including, without limitation, election of persons as members of the Board in accordance with Section 1 hereto and votes regarding any Sale of the Company to increase authorized shares pursuant to Section 2 hereof, and hereby authorizes each of them the President to represent and to vote, if and only if the party (i) fails to vote vote, or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner which that is inconsistent with the terms of this Agreement, all of such party's Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares pursuant to and in accordance with the terms and provisions of Section 1 2 of this Agreement or to take any action reasonably necessary to effect a Sale of the Company pursuant to and in accordance with Section Sections 2 of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence this Subsection 7.2 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall will be irrevocable unless and until this Agreement terminates or expires pursuant to Section 4 9 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall will not hereafter, unless and until this Agreement terminates or expires pursuant to Section 4 9 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein. 3.3 7 7.2 Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders shall will be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction. 3.4 7.3 Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall will be cumulative and not alternative. View More

Remedies. 3.1 4.1 Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company's best efforts to cause the nomination and election of the directors as provided in this Agreement. 3.2 4.2 Irrevocable Proxy and Power of Attorney. Each party to this Agreement hereby c...onstitutes and appoints as the proxies of the party and hereby grants a power of attorney to the President Chief Executive Officer of the Company, and a designee of the Selling Stockholders, Holders, and each of them, with full power of substitution, with respect to the matters set forth herein, including including, without limitation, election of persons as members of the Board in accordance with votes to increase authorized shares pursuant to Section 1 hereto 2 hereof and votes regarding any Sale of the Company pursuant to Section 2 3 hereof, and hereby authorizes each of them to represent and to vote, if and only if the party (i) (a) fails to vote vote, or (ii) (b) attempts to vote (whether by proxy, in person or by written consent) consent), in a manner which is inconsistent with the terms of this Agreement, all of such party's Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of Section 1 of this Agreement or to take the increase of authorized shares or approval of any action necessary to effect a Sale of the Company pursuant to and in accordance with Section the terms and provisions of Sections 2 and 3, respectively, of this Agreement or to take any action reasonably necessary to effect Sections 2 and 3, respectively, of this Agreement. The power of attorney granted hereunder shall authorize the Chief Executive Officer of the Company to execute and deliver the documentation referred to in Subsection 3.2(c) on behalf of any party failing to do so within five (5) business days of a request by the Company. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence this Subsection 4.2 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 4 Subsection 5.1 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 4 Subsection 5.1 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein. 3.3 7 4.3 Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction. 3.4 4.4 Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. View More

Remedies. 3.1 4.1 Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company's best efforts to cause the nomination and election of the directors as provided in this Agreement. 3.2 4.2 Irrevocable Proxy and Power of Attorney. Each (a) From and after the date here...of, each party to this Agreement hereby hereby: (i) constitutes and appoints as the proxies proxy of the party such party, and hereby grants a power of attorney to to, the President person serving as Chief Executive Officer of the Company, and a designee Company during the term of the Selling Stockholders, and each of them, this Agreement (the "CEO"), with full power of substitution, with respect to the matters set forth herein, including including, without limitation, the election of persons as members of the Board in accordance with Section 1 hereto 1.2, and votes regarding any Sale of voting to amend the Company Charter and Bylaws pursuant to Section 2 hereof, 2; and hereby (ii) authorizes each of them the CEO to represent and to vote, if and only if the such party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) consent), in a manner which is inconsistent with the terms of this Agreement, all of such party's Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with Section 1.2 or the terms amendment of the Charter and provisions of the Bylaws pursuant to and in accordance with Section 1 of this Agreement 2 or to take any action necessary to effect a Sale of the Company pursuant to and in accordance with Section 2 an other provisions of this Agreement. (b) Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence this Section 4.2 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 4 hereof. Each 5. (c) From and after the date hereof, each party hereto to this Agreement hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 4 hereof, 5, grant or purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, Person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein. 3.3 4 4.3 Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction. 3.4 4.4 Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not exclusive or alternative. View More

Remedies. 3.1 4.1 Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company's best efforts to cause the nomination and election of the directors as provided in this Agreement. 3.2 6 4.2 Irrevocable Proxy and Power of Attorney. Each party to this Agreement hereby... constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the President of the Company, and a designee of the Selling Stockholders, Sumeru, and each of them, with full power of substitution, with respect to the matters set forth herein, including including, without limitation, election of persons as members votes regarding the size and composition of the Board in accordance with pursuant to Section 1. hereto votes to increase authorized shares pursuant to Section 2 hereof and votes regarding any Sale of the Company pursuant to Section 2 3 hereof, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote vote, or (ii) attempts to vote (whether by proxy, in person or by written consent) consent), in a manner which is inconsistent with the terms of this Agreement, all of such party's Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of Section 1 of this Agreement or to take the increase of authorized shares or approval of any action necessary to effect a Sale of the Company pursuant to and in accordance with Section 2 the terms and provisions of this Agreement or to take any action reasonably necessary to effect this Agreement. The power of attorney granted hereunder shall authorize the President of the Company or the designee of Sumeru to execute and deliver the documentation referred to in Section 3.2(c) on behalf of any party failing to do so within five (5) business days of a request by the Company. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence this Section 4.2 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 4 6 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 4 6 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein. 3.3 4.3 Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction. 3.4 4.4 Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. View More