GENERAL PROVISIONS 44 Sample Clauses

GENERAL PROVISIONS 44. Section 16.1. Fair Representation. 44 Section 16.2. Union Activity. 44 Section 16.3. Gender. 45
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GENERAL PROVISIONS 44. Section 9.1 Notices, Demands and Communications. 44
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GENERAL PROVISIONS 44. Section 7.01. Non-Survival of Representations and Warranties; Limitation on Warranties 44 Section 7.02. Amendment 45 Section 7.03. Entire Agreement 45 Section 7.04. Assignment 46 Section 7.05. Parties in Interest 46 Section 7.06. Validity 46 Section 7.07. Notices 46 Section 7.08. Law Governing Agreement; Jurisdiction 47 Section 7.09. Specific Performance 47 Section 7.10. Headings 47 Section 7.11. Counterparts 48 Section 7.12. Waiver of Jury Trial 48 Section 7.13. Interpretation 48 Section 7.14. Construction 48 Section 7.15. Waiver 48 Section 7.16. Definitions 49 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of December 5, 2005 (the “Agreement”), among Fresh Brands, Inc., a Wisconsin corporation (the “Company”), Certified Holdings, Inc., a Delaware corporation (“Parent”), and Pillow Acquisition Corp., a Wisconsin corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”).
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GENERAL PROVISIONS 44. SECTION 9.1. Non-Survival of Representations, Warranties, Covenants and Agreements. 44 SECTION 9.2. Notices. 44 SECTION 9.3. Certain Definitions. 45 SECTION 9.4. Severability. 46 SECTION 9.5. Entire Agreement; Assignment. 47 SECTION 9.6. Parties in Interest. 47 SECTION 9.7. Governing Law. 47 SECTION 9.8. Headings. 47 SECTION 9.9. Counterparts. 47 SECTION 9.10. Specific Performance; Jurisdiction; Waiver of Jury Trial. 47 SECTION 9.11. Interpretation. 48 Exhibits: Exhibit A Certificate of Incorporation of the Surviving Corporation Exhibit B Bylaws of Merger Sub INDEX OF DEFINED TERMS Acquisition Proposal 31 Environmental Permits 22 Adverse Recommendation Change 32 Equity Incentive Consideration 4 Adverse Recommendation Change Notice 33 Equity Incentives 4 affiliate 45 ERISA 14 Agreement 1 Exchange Act 11 Anti-Takeover Statutes 20 Financial Advisor 19 Antitrust Division 36 FTC 36 beneficial owner 45 generally accepted accounting principles 46 beneficially owned 45 Governmental Entity 11 Board 1 HSR Act 11 Book-Entry Shares 6 Indebtedness 10 business day 45 Indemnified Parties 35 By-Laws 9 Intellectual Property 20 Certificate of Merger 2 IRS 15 Certificates 6 knowledge 46 Closing 1 Licenses 11 Closing Date 2 Material Adverse Effect 8 Code 15 Material Contract 22 Common Stock 3 Materials of Environmental Concern 22 Company 1 Merger 1 Company Disclosure Schedule 8 Merger Consideration 3 Company Employees 15 Merger Sub 1 Company ESPP 4 Option 3 Company Plan 14 Option Consideration 3 Company Requisite Vote 10 Outside Directors Compensation Plan 3 Company Securities 9 Parent 1 Company Termination Fee 43 Parent Disclosure Schedule 23 Confidentiality Agreement 30 Parent Plan 34 Contract 11 Paying Agent 5 control 46 person 46 controlled 46 Proxy Statement 19 controlled by 46 Public software 21 Datamark 38 Real Property Leases 17 Datamark Divestiture 38 Recommendation 10 Datamark Purchase Agreement 38 Registered Intellectual Property 20 Datamark Purchaser 38 representatives 31 Deferred Stock Xxxx 0 XXX 0 XXXX 0 SAR Consideration 4 Dissenting Shares 5 Xxxxxxxx-Xxxxx Act 12 DSU 4 SEC 12 DSU Consideration 4 SEC Reports 12 Effective Time 2 Securities Act 12 employee benefit plan 14 Seller Notes 46 Environmental Laws 22 Shares 3 Stock Incentive Plan 3 Tax Return 19 Stockholders Meeting 29 Taxes 19 subsidiaries 46 Termination Date 42 subsidiary 46 under common control with 46 Subsidiary Securities 9 Voting Agreement 1 Superior Proposal 32 WARN Act 16 Surviving Corporation 1 ...
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GENERAL PROVISIONS 44. Section 8.1 Non-Survival of Representations and Warranties 44 Section 8.2 Fees and Expenses 44 Section 8.3 Notices 44 Section 8.4 Certain Definitions 45 Section 8.5 Terms Defined Elsewhere 51 Section 8.6 Headings 53 Section 8.7 Severability 53 Section 8.8 Entire Agreement 54 Section 8.9 No Reliance 54 Section 8.10 Assignment 54 Section 8.11 Parties in Interest 54 Section 8.12 Mutual Drafting 54 Section 8.13 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury 54 Section 8.14 Disclosure Schedule 55 Section 8.15 Counterparts 55 Exhibit A-1 Officers of Parent Exhibit A-2 Officers of the Company AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2010 (this “Agreement”), is by and among THE DOCTORS COMPANY, a California-domiciled reciprocal inter-insurance exchange (“Parent”), RED HAWK ACQUISITION CORP., a Michigan corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and AMERICAN PHYSICIANS CAPITAL, INC., a Michigan corporation (the “Company”).
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GENERAL PROVISIONS 44. 11.01 Uniforms 44 11.02 Employer Property and Personal Property Damage 45 11.03 Badges, Insignia and Union Shop Cards 46 11.04 Sick Leave 46
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GENERAL PROVISIONS 44. 17.01 Union Reps Access to Employer Premises 44 17.02 No Strikes or Lockouts 44 17.03 Signing Authority 44 17.04 Revision of Rates 44 17.05 Lapel Pins/Decals 44 17.06 Progressive Discipline 44 17.07 Union Bulletin Board 45 17.08 Notification of Promotions 45 17.09 Safety and Health 45 17.10 In-House Benefits 45 17.11 Safety Deposit Box 46 17.12 Employment Standards Act 46 17.13 Foreign Currency: 46 17.14 Line of Credit/Personal Loans 46 17.15 Personal Vehicle Rates 47 17.16 Humanity Fund 47
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GENERAL PROVISIONS 44. Section 8.1 Amendments 44 Section 8.2 Termination Fee and Expense Reimbursement 44 Section 8.3 Expenses 46 Section 8.4 Notices 46 Section 8.5 Time of the Essence 47 Section 8.6 Injunctive Relief 47 Section 8.7 Third Party Beneficiaries 47 Section 8.8 Waiver 48 Section 8.9 Entire Agreement 48 Section 8.10 Successors and Assigns 48 Section 8.11 Severability 48 Section 8.12 Governing Law 48 Section 8.13 Rules of Construction 49 Section 8.14 No Liability 49 Section 8.15 Counterparts 49 SCHEDULES SCHEDULE A FORM OF PLAN OF ARRANGEMENT SCHEDULE B ARRANGEMENT RESOLUTION SCHEDULE C REPRESENTATIONS AND WARRANTIES OF PHIVIDA SCHEDULE D REPRESENTATIONS AND WARRANTIES OF CHOOM ARRANGEMENT AGREEMENT THIS AGREEMENT is dated as of June 2, 2020, BETWEEN: CONTEXT: CHOOM HOLDINGS INC., a company existing under the laws of the Province of British Columbia (“Choom”) - and - PHIVIDA HOLDINGS INC., a company existing under the laws of the Province of British Columbia (“Phivida”)
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Related to GENERAL PROVISIONS 44

  • General Provisions In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by Broker-Dealers), each of the Company and the Guarantors shall:

  • General Provisions as to Payments (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, not later than 12:00 Noon (New York City time) on the date when due, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 9.01. The Agent will promptly distribute to each Bank its ratable share of each such payment received by the Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the Domestic Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

  • Certain General Provisions 32 5.1. Closing Fee. ........................................................................32 5.2. Agent's Fee. ........................................................................32 5.3.

  • ARTICLE IX GENERAL PROVISIONS 56 9.1 Survival of Representations.................................................................. 56 9.2

  • General Provision The Fund hereby employs OFI and OFI hereby undertakes to act as the investment adviser of the Fund and to perform for the Fund such other duties and functions as are hereinafter set forth. OFI shall, in all matters, give to the Fund and its Board of Trustees the benefit of its best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform to (i) the provisions of the Investment Company Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or federal law; (iii) the provisions of the Declaration of Trust and By-Laws of the Fund as amended from time to time; (iv) policies and determinations of the Board of Trustees of the Fund; (v) the fundamental policies and investment restrictions of the Fund as reflected in its registration statement under the Investment Company Act or as such policies may, from time to time, be amended by the Fund's shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time. The appropriate officers and employees of OFI shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Fund with respect to any matters dealing with the business and affairs of the Fund including the valuation of any of the Fund's portfolio securities which are either not registered for public sale or not being traded on any securities market.

  • General Provisions Applicable to Loans 30 5.1 Interest Rates and Payment Dates...............................................................30 5.2 Conversion and Continuation Options............................................................31 5.3 Minimum Amounts and Maximum Number of Tranches.................................................32 5.4

  • General Provisions Regarding Payments (a) All payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, recoupment, set-off or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than (x) 12:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day.

  • FINAL PROVISIONS Clause 16 Non-compliance with the Clauses and termination

  • Special Provisions 9 A. CONTRACTOR shall not use the funds provided by means of this Agreement for the following 10 purposes:

  • General Provisions Regarding Accounts 44 SECTION 8.04. Release of Trust Estate..................................................................45 SECTION 8.05.

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