Alternative Arrangement. The Company acknowledges that Parent may seek, prior to the Closing Date, to agree with an individual holder of a Company Option or Company Restricted Share that all or a portion of such holder's Company Options or Company Restricted Shares shall not be treated as provided herein, but shall instead be treated as otherwise agreed by and among such holder, the Company and Parent; provided, that in no event will such arrangement result in the assumption, substitution or continuation of such Company Option or Company Restricted Share with terms and conditions that provide additional benefits to such individual holder as compared to terms and conditions in effect immediately prior to the Effective Time. The Company agrees that, to the extent that Parent has identified to the Company in writing, at least fifteen (15) days prior to the Closing Date, the individuals with whom it is seeking agreement with respect to such Company Option or Company Restricted Share, the Company shall use commercially reasonable efforts to cooperate with Xxxxxx's obtaining the consent of such individuals.
Alternative Arrangement. ▪ The employer may agree on an alternative arrangement with the works council. Refer to section 10.9.
Alternative Arrangement. In the event and to the extent that HEALTHAXIS is unable to obtain any such Consent, or if any attempted assignment or novation would be ineffective or would restrain, prohibit or otherwise interfere with the effective operation or enjoyment by DIGITAL of all or any material portion of the Assets or with the effective transfer of the Transferred Employees as contemplated hereby, HEALTHAXIS will reasonably cooperate with DIGITAL, to the extent permitted by law, in a reasonable arrangement under which DIGITAL would, to the fullest extent possible, obtain the benefits and assume the obligations with respect to such Asset, in accordance with this Agreement, and nothing contained herein or in any Related Agreements shall be construed to have assigned any such non-assignable contract or agreement.
Alternative Arrangement. The Purchaser and the Seller agree that, if any instructions are not given to the Purchaser's Solicitors and the Seller's Solicitors, such firms shall be entitled to place the monies standing to the credit of the Retention Account for such deposit period as they agree in their sole and absolute discretion (and such firms shall have no responsibility of whatever nature for the actual interest earned thereon) or, if such firms cannot agree, on overnight deposit.
Alternative Arrangement. In the event and to the extent that SELLER is unable to obtain any Consent, or if any attempted assignment or novation would be ineffective or would restrain, prohibit or otherwise interfere with the effective operation or enjoyment by DIGITAL of all or any material portion of the Assets or with the effective transfer of the Transferred Employees as contemplated hereby, SELLER will reasonably cooperate with DIGITAL, to the extent permitted by law, in a reasonable arrangement under which DIGITAL would, to the fullest extent possible, obtain the benefits and assume the obligations with respect to such Asset, in accordance with this Agreement, and nothing contained herein or in any Related Agreements shall be construed to have assigned any such non-assignable contract or agreement.
Alternative Arrangement. In the event and to the extent that NCR is unable to obtain any such Consent, or if any attempted assignment or novation would be ineffective or would restrain, prohibit or otherwise interfere with the effective operation or enjoyment by MSI of all or any material portion of the Purchased Assets or with the effective transfer of the Transferred Employees as contemplated hereby, NCR will: (i) reasonably cooperate with MSI, to the extent permitted by law, in a reasonable arrangement under which MSI would, to the fullest extent possible, obtain the benefits and assume the obligations with respect relating to such Asset, in accordance with this Agreement, and (ii) use reasonable efforts to enforce at the request of MSI or allow MSI or its designees to enforce (and, solely for such purpose, NCR hereby constitutes and appoints MSI or its designees as its true and lawful attorney-in-fact with respect to such matters), any rights of NCR under any such Purchased Asset. To the extent that MSI is providing the benefits of any such Purchased Asset, MSI shall perform the obligations relating to such Purchased Asset in accordance with this Agreement. Nothing contained herein or in any Related Agreements shall be construed to have assigned any such non-assignable contract or agreement.
Alternative Arrangement. (a) If you wish to accept other employment prior to the Effective Date, you may do so subject to the Company having confirmed to you in writing that your prospective employer is not engaged directly or indirectly in any activity which is competitive with the business of the Company or any of its subsidiaries (such an employer, a “Competitor”). If any employer with which you accept employment becomes a Competitor after you begin your employment and prior to the Effective Date, upon the Company’s notice to you, you will terminate your employment with such employer until after the Effective Date. Xxxxxx Xxxxxx, p. 5
Alternative Arrangement. 3.2 In the event that Xxxxx Debentureholder Approval is delivered at the Xxxxx Debentureholder Meeting, and notwithstanding that Xxxxx Shareholder Approval is not delivered at the Xxxxx Shareholder Meeting, each outstanding Xxxxx Debenture will be exchanged by the holder thereof, in consideration for which Hawthorne will cause to be issued for each two dollars of principal and interest owned to the holder thereof at the Effective Time, one Hawthorne Common Share (the “Conversion Price”). Upon payment of the Conversion Price by Hawthorne to the Former Xxxxx Debenture Holders, the Xxxxx Debentures will be deemed repaid in full and the Form Xxxxx Debenture Holders will have no further rights thereunder. Post-Effective Time Procedures
Alternative Arrangement. If the Conditions shall have been satisfied but Objection Notices in respect of more than three Group A Leases shall have been received by any of the parties hereto prior to the Effective Date, then (x) Borders and BGI shall exercise their reasonable best efforts (without the payment of money other than for their own overhead and for the fees of their own counsel, advisors, representatives and other third party service providers representing BGI or Borders) to cause each landlord who issued an Objection Notice to withdraw its Objection Notice by offering to provide such landlord a guaranty from BGI of the tenant's obligations under such landlord's Group A Lease and by taking such other actions as Borders or BGI shall determine in their sole discretion to be appropriate, and (y) if, despite such efforts described in clause (x), there shall remain more than three Group A Leases in respect of which Objection Notices are outstanding on the date which is 90 days after the Effective Date, then BGI or Borders shall provide Kmart an Acceptable Letter of Credit (as defined below) as security for the obligation of Borders and BGI under Section 2 of the LGIRA to indemnify Kmart for any payments Kmart makes under any of the Guaranties. An "Acceptable Letter of Credit" shall be a letter of credit which: (i) is issued by a national bank; (ii) has a face amount equal to the lesser of (A) $3 million and (B) the product of (x) Six Hundred Seven Thousand Four Hundred Thirty-Five Dollars ($607,435) multiplied by (y) the number of Group A Leases in excess of three in respect of which Objection Notices remain outstanding at the expiration of the aforesaid 90 day period commencing on the Effective Date; (iii) shall be renewed annually for five years following the Effective Date; and (iv) is otherwise in form and substance reasonably acceptable to Kmart.
Alternative Arrangement. Where JD Group and its subsidiaries have to withdraw from the Company or are prohibited from holding shares of the Company or any securities, options, warrants or other rights that can be converted into shares of the Company (“Forced Withdrawal”) due to changes in laws or requirements of government agencies, the Company and JD Group shall negotiate amicably and reach an alternative arrangement as soon as practicable. Under these alternative arrangements, the Company shall xxxxx XX Group economic or other rights and interests to the extent permitted by law, so that JD Group and its subsidiaries can enjoy rights and interests substantially equal to those they can obtain as if they would not be forced to withdraw. Subject to the agreement between the Company and JD Group, the aforesaid alternative arrangements may include right to profits, compulsory payment arrangements in case of liquidation, etc.
