Combination Agreement. “Combination Agreement” shall have the meaning set forth in the Separation Agreement.
Combination Agreement. This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Combination Agreement.
Combination Agreement. The Combination Agreement shall not have been terminated pursuant to any of clauses (a), (g) (to the extent resulting from the failure of the condition set forth in Section 8.3(b) of the Combination Agreement), (i) (except in circumstances arising as a result of a Material Adverse Effect in respect of Portugal), or (j) of Section 9.1 thereof.
Combination Agreement. This summary is not an exhaustive presentation of the terms and conditions of the Combination Agreement. The summary aims to describe the terms and conditions of the Combination Agreement to the extent that such terms and conditions may materially affect a shareholder’s assessment of the terms and conditions of the Merger. Nothing in the Combination Agreement (or this summary thereof) confers any rights or obligations on any person other than Altia and Arcus.
Combination Agreement. Neither the Parent nor the Borrowing Subsidiary shall permit the Combination Agreement, or any of the other instruments or documents to be executed and delivered pursuant to the terms thereof, to be amended or modified in any material respect, or permit any material condition set forth therein to be waived, without the written consent of the Required Lenders; and the Parent and the Borrowing Subsidiary shall promptly furnish to the Administrative Agent and the Lenders true and correct copies of each proposed amendment or modification or waiver thereto.
Combination Agreement. Subject to Section 4, the parties acknowledge that pursuant to the Combination Agreement, the Company, the Holdings Stockholders and the Chase Stockholders have agreed to cause the Directors of the Company from and after the Effective Date, and until the next annual meeting of stockholders and until their respective successors are duly qualified and elected, to consist of: Brad Bartek, Johnny Knorr, Robert Chase (collectively, the “Initial Chase Directors”) and two individuals nominated by Chase and approved by the Initial Chase Directors and the Initial Holdings Directors (defined below), which approval shall not be unreasonably withheld, to be elected to the Board (one of whom shall satisfy the independence standards of the New York Stock Exchange and the Nasdaq National Market for audit committee members and shall qualify as an audit committee financial expert under the rules and regulations of the Securities and Exchange Commission), and Timothy A. Leach, Steven L. Beal, W. Howard Keenan, Jr., Tucker S. Bridwell, A. Wellford Tabor (collectively, the “Initial Holdings Directors,” and together with the Initial Chase Directors, the “Initial Directors”).
Combination Agreement. COMBINATION AGREEMENT dated as of March 2, 1999, among Amdocs Limited, a Guernsey corporation ("Amdocs"), Amdocs (Denmark) ApS., a Danish corporation ("Amdocs Parentco"), 3026191 Nova Scotia ULC, a Nova Scotia unlimited liability company ("Amdocs Holdco"), and Architel Systems Corporation, a Canadian corporation ("Architel").
Combination Agreement. The term "Combination Agreement" shall refer to --------------------- the Agreement and Plan of Combination dated June 24, 1997 between Hoechst and DBI.
Combination Agreement. The reorganization of the ownership of the Stibnite‐Yellow Pine district will be effected pursuant to the Combination Agreement among Midas, Midas Gold, Vista Gold U.S., Inc. (“Vista US”) and Idaho Gold Resources, LLC (“Idaho Gold”), assuming a plan of share exchange (the “Plan of Share Exchange”) is approved by the shareholders of Midas at a special meeting (the “Special Meeting”) and all of the other conditions to the closing of the reorganization are satisfied or waived. The purpose of the Special Meeting is to consider and approve a Plan of Share Exchange between Midas and Midas Gold pursuant to which Midas’ outstanding shares of common shares (the “Midas Shares”) and outstanding options (the “Midas Options”), other than Midas Shares held shareholders who validly exercise their dissenters’ appraisal rights, will be exchanged for common shares and options of Midas Gold (the “Midas Gold Shares” and “Midas Gold Options”, respectively), with the result that Midas will become a wholly‐owned subsidiary of Midas Gold. The Plan of Share Exchange is part of a broader, integrated transaction undertaken pursuant to the terms of the Combination Agreement, pursuant to which, if the Plan of Share Exchange is approved at the Special Meeting and the other conditions to closing specified in the Combination Agreement have been satisfied or waived:
Combination Agreement. (a) Company covenants and agrees not to amend, waive or modify, or request any waiver from Target with respect to, any provision of the Combination Agreement, without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayed.
(b) Target covenants and agrees not to amend, waive or modify, or request any waiver from Company with respect to, any provision of the Combination Agreement, without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayed.
