by Yardville Sample Clauses

by Yardville. Nothing contained in this Section 6.10 shall prohibit Yardville or its Subsidiaries from taking and disclosing to its stockholders a position required by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act.
Sample 1Sample 2
AutoNDA by SimpleDocs
by Yardville in its sole discretion, if (either before or after the approval of this Agreement by the Yardville stockholders) its Board of Directors so determines at any time during the three business day period commencing with (and including) the Determination Date (as defined below), if, as of the Determination Date, both of the following conditions are satisfied: (a) the Determination Date Value (as defined below) is less than the product of 0.85 and the Initial Value (as defined below); and (b) the number obtained by dividing the Acquirer Average Price (as defined below) by $71.84 (such number, the “Acquirer Ratio”) shall be less than the number obtained by dividing the Average Index Value (as defined below) by the Initial Index Price and subtracting 0.15 from such number (such number less 0.15, the “Index Ratio”). Notwithstanding the foregoing, if Yardville elects to exercise its termination right pursuant to this Section 11.1.9, then during the seventy-two hour period commencing with the receipt by Acquirer of the notice required pursuant to the last paragraph of this Section 11.1, Acquirer shall have the option of increasing the Merger Consideration to be paid to the Yardville stockholders under Section 3.1 by adjusting the Share Ratio to equal the lesser of (i) the number (rounded to the nearest one-ten-thousandth) that would cause the Determination Date Value to be equal to the product of 0.85 and the Initial Value, and (ii) the number equal to a quotient (rounded to the nearest one-ten-thousandth), the numerator of which is the Index Ratio multiplied by the Share Ratio (as then in effect) and the denominator of which is the Acquirer Ratio. If Acquirer makes an election contemplated by the preceding sentence within such seventy-two hour period, it shall give prompt written notice to Yardville of such election and the revised Share Ratio, whereupon no termination shall have occurred pursuant to this Section 11.1.9 and this Agreement shall remain in effect in accordance with its terms (except as the Share Ratio shall have been so modified), and any references in this Agreement to the Share Ratio shall thereafter be deemed to refer to the Share Ratio as adjusted pursuant to this Section 11.1.9 (together with any additional adjustments pursuant to Section 3.1.5). As used in this Section 11.1.9, the following terms have the following meanings.
Sample 1Sample 2

Related to by Yardville

  • Xxxxx, Haldimand, Norfolk An employee shall be granted five working days bereavement leave with pay upon the death of the employee’s spouse, child, stepchild, parent, stepparent, legal guardian, grandchild or step-grandchild.

  • Platby In consideration for the proper performance of the Study by Site in compliance with the terms and conditions of this Agreement, payments shall be made in accordance with the provisions set forth in Attachment A, with the last payment being made after the Site completes all its obligations hereunder, and IQVIA has received all properly completed CRFs and, if IQVIA requests, all other Confidential Information (as defined below). V souvislosti s řádným plněním Studie Místem provádění klinického hodnocení, a to v souladu s podmínkami a ustanoveními této Smlouvy, budou poskytovány platby dle podmínek a ustanovení definovaných v Příloze A, přičemž poslední platba bude uskutečněna poté, co Místo provádění klinického hodnocení splní a dokončí veškeré závazky, jež mu vyplývají z této Smlouvy, a IQVIA obdrží veškeré řádně vyplněné CRF a, bude-li tak IQVIA vyžadovat, veškeré další Důvěrné informace The estimated value of financial payment under this Agreement shall be approximately CZK 903.042,-. DrugDev will receive Site invoices and process payments unless otherwise agreed. Any queries regarding Site invoices or payments should be directed to XxxxXxx at the contact details outlined in Attachment A. All payments will be made in favor of the Institution. (ve smyslu níže uvedené definice). Předpokládaná hodnota finančního plnění dle této Smlouvy činí přibližně 903.042,- Kč. Nebude-li ujednáno jinak, faktury od Místa provádění klinického hodnocení obdrží a platby bude zpracovávat společnost DrugDev. Veškeré dotazy ohledně faktur Místa provádění klinického hodnocení nebo plateb mají být adresovány společnosti DrugDev, jejíž kontaktní údaje jsou uvedeny v Příloze A. Veškeré platby budou uskutečněny ve prospěch Poskytovatele...

  • THE CITY OF LINCOLN, NEBRASKA ATTEST: City Clerk CITY OF LINCOLN, NEBRASKA Xxxxxxx Xxxxxx Xxxxx, Mayor Approved by Executive Order No. dated

  • Orlando, FL; Ft Lauderdale, FL; Charlotte-Gastonia-Rock Hill, NC; Greensboro-Winston Salem-High Point, NC; Nashville, TN; and New Orleans, LA, and BellSouth has provided non- discriminatory cost based access to the Enhanced Extended Link (EEL) throughout Density Zone 1 as determined by NECA Tariff No. 4 as in effect on January 1, 1999.

  • Missouri CANCELLATION section is amended as follows: A ten percent (10%) penalty per month shall be applied to refunds not paid or credited within forty-five (45) days of receipt of returned Service Agreement.

  • Loop A transmission path that extends from a Main Distribution Frame or functionally comparable piece of equipment in a Customer's serving End Office, to the Rate Demarcation Point (or NID if installed at the Rate Demarcation Point) in or at the Customer's premises. The actual transmission facilities used to provide a Loop may utilize any of several technologies.

  • LANCASTER COUNTY, NEBRASKA Contract Approved as to Form:

  • Dewatering (a) Where the whole of a site is so affected by surface water following a period of rain that all productive work is suspended by agreement of the Parties, then dewatering shall proceed as above with Employees so engaged being paid at penalty rates as is the case for safety rectification work. This work is typically performed by Employees engaged within CW1, CW2 or CW3 classifications. When other Employees are undertaking productive work in an area or areas not so affected then dewatering will only attract single time rates. (b) Where a part of a site is affected by surface water following a period of rain, thus rendering some areas unsafe for productive work, consistent with the Employer’s obligations under the OH&S Act, appropriate Employees shall assist in the tidying up of their own work site or area if it is so affected. Where required, appropriate Employees will be provided with the appropriate PPE. Such work to be paid at single time rates. Productive work will continue in areas not so affected. (c) To avoid any confusion any ‘dewatering’ time which prevents an Employee from being engaged in their normal productive work is not included in any calculation for the purposes of determining whether an Employee is entitled to go home due to wet weather (refer clauses 32.4 and 32.5)

  • Drainage Systems (1) Clear culvert inlets, outlets, and sediment catching basins. (2) Maintain waterbars, drainage dips, and other water diversion measures. (3) During active use, patrol and maintain functional drainage. (4) Repair damaged culvert ends.

  • Fitness Center Subject to the provisions of this Section, so long as Tenant is not in Default under this Lease, and provided Tenant’s employees execute a standard waiver of liability form used at the Fitness Center (hereinafter defined) and pay the applicable one time or monthly fee, then Tenant’s employees (the “Fitness Center Users”) shall be entitled to use the KINETIC fitness center (the “Fitness Center”) in the building located at 600 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx. The use of the Fitness Center shall be subject to the rules and regulations (including rules regarding hours of use) established from time to time by the Fitness Center operator. Landlord and Tenant acknowledge that the use of the Fitness Center by the Fitness Center Users shall be at their own risk. Tenant acknowledges that the provisions of this Section shall not be deemed to be a representation by Landlord that the Fitness Center (or any other fitness facility) shall be continuously operated and maintained throughout the Term of this Lease, and no termination of Tenant’s or the Fitness Center Users’ rights to the Fitness Center shall entitle Tenant to an abatement or reduction in Basic Rent, constitute a constructive eviction, or result in an event of default by Landlord under this Lease. Tenant hereby voluntarily releases, discharges, waives and relinquishes any and all actions or causes of action for personal injury or property damage occurring to Tenant or its employees or agents arising as a result of the use of the Fitness Center, or any activities incidental thereto, wherever or however the same may occur, and further agrees that Tenant will not prosecute any claim for personal injury or property damage against Landlord or any of its officers, agents, servants or employees for any said causes of action. It is the intention of Tenant with respect to the Fitness Center to exempt and relieve Landlord from liability for personal injury or property damage caused by negligence. Tenant’s rights hereunder to permit its employees to use the Fitness Center shall belong solely to Tenant and may not be transferred or assigned without Landlord’s prior written consent, which may be withheld by Landlord in Landlord’s sole discretion.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!