Conduct Pending Completion of the Acquisition Sample Clauses

Conduct Pending Completion of the Acquisition. 10.1 During the Relevant Period, except (i) as required or otherwise contemplated under this Agreement or as required by applicable Law; (ii) with the written consent of Bidder (which consent shall not be unreasonably withheld, conditioned or delayed); or (iii) as set forth in Paragraph 10.1 of Schedule V:
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Conduct Pending Completion of the Acquisition. 10.1 The Company undertakes that during the Relevant Period, except (i) as required or otherwise contemplated under this Agreement or as required by applicable Law; or (ii) with the written consent of the Acquirer (which consent shall not be unreasonably withheld or delayed), it shall, and it shall procure that all other members of the Group shall act and carry on its business in the ordinary course of business and in all material respects consistent with past practice.
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Conduct Pending Completion of the Acquisition. Fairfax agrees that the following matters shall be permitted and shall not contravene Rule 21 of the Code:
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Conduct Pending Completion of the Acquisition. 8.1 Pending the Acquisition Effective Date, and without prejudice to Rule 21 of the City Code and subject to all applicable legal and regulatory requirements, Intec shall and shall procure that each member of its Group shall:
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Conduct Pending Completion of the Acquisition. 10.1 During the Relevant Period, except (A) as expressly required by this Agreement or as required by applicable Law; (B) with the written consent of Bidder (which consent shall not be unreasonably withheld, conditioned or delayed); or (C) as set forth in Clause 10.1 of the Company Disclosure Letter, the Company shall, and shall cause each of its subsidiaries to, conduct their respective business in the Ordinary Course of Business and use reasonable endeavours to preserve their material assets and business organisation and maintain their material relationships with employees, patients, suppliers, distributors, regulators, customers and other persons with which they have material business relations. Without limiting the foregoing, during the Relevant Period, except (I) as expressly required by this Agreement or as required by applicable Law or to comply with applicable COVID-19 Measures, (II) with the written consent of Bidder (which consent shall not, in the case of Clauses 10.1(i) (to the extent relating to capital leases), (k), (l), (m), (n), (o), or (y) with respect to the foregoing clauses, be unreasonably withheld, conditioned or delayed), provided that no such consent will be required in the case of Clause 10.1(i) to the extent relating to vehicle or equipment leases entered into in the Ordinary Course of Business that, together with any vehicle or equipment leases entered into since January 1, 2020, do not exceed $500,000 in the aggregate, or (III) as set forth in Clause 10.1 of the Company Disclosure Letter, the Company shall not, and shall cause each of its subsidiaries not to: (a) authorize, set aside, make or pay any dividends on or make any other distribution with respect to the outstanding shares of its share capital or Awards (in cash or in kind);
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Conduct Pending Completion of the Acquisition 
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Related to Conduct Pending Completion of the Acquisition

  • Consummation of the Acquisition On or prior to the Closing Date, there shall have been delivered to the Administrative Agent true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead Arrangers). On the Closing Date, the certificate of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delaware.

  • The Acquisition Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:

  • Completion of the Project The Contracting Party shall complete the construction, equipping and furnishing of the Improvements in accordance with the Plans and submit to the Board a Certificate of Completion on or before November 1, 2016.

  • Construction of the Project The Allottee has seen the proposed layout plan, specifications, amenities and facilities of the Apartment/ Plot and accepted the floor plan, payment plan and the specification, amenities and facilities annexed along with this Agreement which has been approved by the competent authority, as represented by the Promoter. The Promoter shall develop the Project in accordance with the said layout plans, floor plans and specifications, amenities and facilities. Subject to the terms in this Agreement, the Promoter undertakes to strictly abide by such plans approved by the competent authorities and shall also strictly abide by the bye-laws, FAR, and density norms and provisions prescribed by the relevant building bye-laws and shall not have an option to make any variation/ alteration/ modification in such plans, other than in the manner provided under the Act, and breach of this term by the Promoter shall constitute a material breach of this Agreement.

  • Hostile Acquisitions Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors of such corporation or business entity.

  • Representations of the Acquired Funds In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

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