CONSIDERATION BY ABB LTD Sample Clauses

CONSIDERATION BY ABB LTD. Without limitation, the consideration by ABB Ltd for the Settlement and the receipt of the Purchase Price shall be, in part, the sale, transfer and delivery of the Transferred Shares at the Purchase Price and, in part, (1) the execution and delivery by ABB Ltd at the Settlement Closing of (i) the General Release, dated the Settlement Closing Date, in the form attached hereto as Exhibit G (the "ABB Ltd Release"), (ii) the ALSTOM Ancillary Agreements other than the ALSTOM Release and (iii) the Powerformer License Agreement and (2) the execution and delivery by Asea Xxxxx Boveri Inc., a corporation organized and existing under the laws of the State of Delaware ("Asea Xxxxx Boveri Inc."), of -19- the Stock Purchase Agreement, dated the Settlement Closing Date, in the form attached hereto as Exhibit H (the "Combustion Engineering and Connecticut Valley Agreement"). The documents described in clauses (1) and (2) of the preceding sentence are hereinafter collectively referred to as the "ABB Ltd Ancillary Agreements." The ALSTOM Ancillary Agreements and the ABB Ltd Ancillary Agreements are hereinafter collectively referred to as the "Ancillary Agreements." This Agreement, the Ancillary Agreements and the further agreements, certificates or other instruments executed and delivered pursuant to any of the foregoing are hereinafter collectively referred to as the "Settlement Documents."
Sample 1
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Related to CONSIDERATION BY ABB LTD

  • Termination by Parent This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

  • Termination by Agreement In the event Practice and Business ------------------------ Manager shall mutually agree in writing, this Management Services Agreement may be terminated on the date specified in such written agreement.

  • Cooperation by Holders The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

  • Termination by Purchaser This Agreement may be terminated by Purchaser at any time prior to the Effective Time:

  • Distribution by Agent If in the opinion of the Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under any of the other Loan Documents might involve it in liability, it may refrain from making distribution until its right to make distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall adjudge that any amount received and distributed by the Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court.

  • Termination by Executive with Good Reason Executive may terminate Executive’s employment with Good Reason by providing the Company fifteen (15) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such fifteen (15) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon the date immediately following the expiration of the fifteen (15) day notice period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) above for a termination without Cause, it being agreed that Executive’s right to any such payments and benefits shall be subject to the same terms and conditions as described in Section 8(d) above. Following termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

  • Termination by Xxxxxx This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by Parent:

  • Allocation by Agent If offers are made by two or more Banks with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Agent among such Banks as nearly as possible (in multiples of $1,000,000, as the Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

  • Termination by Executive Without Good Reason Executive may terminate his employment upon 30 days’ written notice to the Company. In the event Executive terminates his employment in this manner, he shall remain in the Company’s employ subject to all terms and conditions of this Agreement for the entire 30-day period unless instructed otherwise by the Company in writing.

  • Termination by You In the event of an Employment Separation as a result of a termination by you for any reason, you must provide the Company with at least 14 days advance written notice ("Notice of Termination") and continue working for the Company during the 14-day notice period, but only if the Company so desires to continue your employment and to compensate you during such period. In the event of such termination under this Section, the Company will pay you the earned but unpaid portion of your Basic Salary through the termination date.

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