DIVESTMENT OF THE DIVESTMENT BUSINESS Sample Clauses

DIVESTMENT OF THE DIVESTMENT BUSINESS. 2.1 Noble shall ensure that the completion of the divestment of the Divestment Business to the Proposed Purchaser contemplated by the agreement referred to in recital (f) of these undertakings takes place within a period not exceeding three months from the date these undertakings take effect.‌ 2.2 Noble shall use all reasonable endeavours to ensure the transfer of Key Staff with the divestment of the Divestment Business.‌ 2.3 In the event that Xxxxx fails to complete the divestment of the Divestment Business in accordance with paragraphs 2.1 and 2.2 above, the CMA may, whether or not initiating the Trustee Functions as set out in paragraph 4 below, require Noble to divest the Divestment Business as a going concern at no minimum price to a purchaser or purchasers approved by the CMA.
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
DIVESTMENT OF THE DIVESTMENT BUSINESS. 2.1 Dover shall ensure that the completion of the divestment of the Divestment Business to the Proposed Purchaser contemplated by the agreement referred to in recital f of these undertakings and the signing of the Master Distribution Agreement takes place within a period not exceeding one month from the date these undertakings take effect. 2.2 Dover shall use all reasonable endeavours to ensure the transfer of Key Staff with the divestment of the Divestment Business. 2.3 In the event that Dover fails to complete the divestment of the Divestment Business in accordance with paragraphs 2.1 and 2.2 above, the CMA may, whether or not initiating the Trustee Functions as set out in paragraph 4 1 As noted above, Xxxxx has subsequently completed the Transaction to acquire Xxxxx. below, require Dover to divest the Divestment Business as a going concern at no minimum price to a purchaser or purchasers approved by the CMA.
Sample 1
DIVESTMENT OF THE DIVESTMENT BUSINESS. 2.1 The Parties shall, using their best endeavours and acting in good faith, as soon as reasonably practicable, effect to the satisfaction of the CMA the divestment of the Divestment Business as a going concern by the end of the Divestment Period to a purchaser approved by the CMA in accordance with the provisions of these undertakings.‌ 2.2 Without prejudice to the generality of paragraph 2.1 above, the Parties shall use all reasonable endeavours to ensure the transfer of Key Staff with the divestment of the Divestment Business.‌ 2.3 The Parties shall be deemed to have complied with its obligations at paragraph 2.1 above if, as soon as reasonably practicable and in any event by the end of the Divestment Period, they have entered into a legally binding agreement (or agreements) with a purchaser (or purchasers) approved in advance by the CMA in writing pursuant to these undertakings (or a legally binding agreement (or agreements) conditional on such approval), provided that the completion of the divestment of the Divestment Business contemplated by such agreement (or agreements), if later than the end of the Divestment Period, takes place:‌ (a) within a period not exceeding three months after the approval of the purchaser by the CMA (or within three months of the effective date of these undertakings, as set out in paragraph 1 above, whichever is later); or (b) within a period not exceeding 10 Working Days after all the necessary approvals and consents from third parties have been obtained, whichever is later, provided that in any event, the completion of the divestment of the Divestment Businesses takes place within six months of the effective date of these undertakings (defined in paragraph 1.1 above). 2.4 Without prejudice to the generality of paragraph 2.1 above, the Parties shall take the following measures to the extent they may be necessary in the opinion of the CMA to effect the sale of the Divestment Business in accordance with the provisions of these undertakings: (a) the transfer or vesting of property, assets, rights, personnel, liabilities or obligations (including without prejudice any contracts, licences, authorisations, permits or consents); (b) any other transfer of interests that will take effect with the sale; (c) the adjustment of contracts, whether by discharge or reduction or assignment of any liability or obligation or otherwise; (d) the creation, allotment, transfer, surrender or cancellation of any shares, stock or securities; and (e...
Sample 1

Related to DIVESTMENT OF THE DIVESTMENT BUSINESS

  • MANAGEMENT OF THE BUSINESS Pursuant to Section 00-00-000 of the Act, and as stated in its Articles, the Company’s day to day affairs are managed by the Member. The Member is responsible for the daily operations of the business.

  • IRANIAN ENERGY SECTOR DIVESTMENT In accordance with Section 2879-c of the Public Authorities Law, by signing this contract, each person and each person signing on behalf of any other party certifies, and in the case of a joint bid or partnership each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that each person is not on the list created pursuant to paragraph (b) of subdivision 3 of Section 165-a of the State Finance Law (See xxxxx://xxx.xx.xxx/iran-divestment-act-2012).

  • Small Business Investment Company Buyer is a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

  • Disaster Recovery and Business Continuity The Parties shall comply with the provisions of Schedule 5 (Disaster Recovery and Business Continuity).

  • No Control of the Company’s Business Nothing contained in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ operations.

  • Company Not an “Investment Company The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

  • Raising of the Capital in Connection with the Initial Business Combination If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

  • Insurance Business All insurance policies issued by any Regulated Insurance Company are, to the extent required under applicable law, on forms approved by the insurance regulatory authorities of the jurisdictions where issued or have been filed with and not objected to by such authorities within the period for objection, except for those forms with respect to which a failure to obtain such approval or make such a filing without it being objected to, either individually or in the aggregate, has not had, and could not reasonably be expected to have, a Material Adverse Effect.

  • Business Auto Liability The following Automobile Liability will be required and coverage shall apply to all owned, hired, and non-owned vehicles used with minimum limits of: $100,000 bodily injury per person (B.I.) $300,000 bodily injury per occurrence (B.I.) $100,000 property damage (PD) or $300,000 combined single limit (C.S.L.) of B.I. and P.D.

  • Portfolio Valuation and Diversification Etc Risk Factor Ratings;

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