Initial Business Plan. 7.7.1 All factual information contained in the Initial Business Plan was when given and is at the date of this Agreement true and accurate in all material respects. The financial forecasts, projections and estimates contained in the Initial Business Plan have been diligently prepared have been carefully considered by the Warrantor and are believed to be fair and reasonable having regard to the information available and the market conditions prevailing at the time of their preparation and are not in need of any amendment.
7.7.2 All material assumptions on which the Initial Business Plan has been based have been carefully considered by him and are honestly believed to be reasonable or made on reasonable grounds having regard to the information available and the market conditions prevailing at the time of their preparation and are not in need of any amendment, modification or other alteration;
Initial Business Plan. The Parties shall work in good faith to prepare a mutually acceptable Initial Business Plan prior to the Closing.
Initial Business Plan. 7.1 The parties agree that the initial business plan relating to the joint venture to be formed pursuant to the Shareholders’ Agreement shall be agreed by the parties prior to Completion and shall:
(A) cover the period from the Completion Date up to and including 31 December 2017; and
(B) include at least the items listed in Schedule 1 (Business Plan) of the Shareholders’ Agreement (on the basis provided therein). Notwithstanding the foregoing, the parties agree that Novartis shall not have a veto right over any element of the initial business plan that would result in Novartis obtaining “control” of the joint venture for the purposes of the European Union Merger Regulation.
Initial Business Plan. The Business Plan for the Financial Year in which the JV is formed shall be in agreed form and adopted by the parties at Closing. Such Business Plan will provide for the establishment of an equity incentive plan for the management and employees of the JV equal to [***] percent ([***]%) of the equity capital of the JV, thereby diluting each of SoftBank and Guardant to [***] ([***]%) and [***] percent ([***]%), respectively, of the equity capital of the JV, respectively.
Initial Business Plan. Such Institutional Investor is --------------------- sophisticated in financial matters and sophisticated in the industry in which the Company contemplates doing business and has had an opportunity to evaluate the Initial Business Plan of the Company.
Initial Business Plan. (a) As soon as practicable and in any event within 60 days following the Implementation Date, the Parties will, and will cause the Joint Venture to, develop and approve an initial business plan for the Joint Venture (“Initial Business Plan”) which covers:
(i) the commercial objectives for first three years of the Joint Venture’s proposed operations;
(ii) capital commitments of the Parties with respect to the Joint Venture;
(iii) the responsibilities of the Parties over the three year period of the Initial Business Plan;
(iv) key metrics and milestones that the Parties intend the Joint Venture to achieve over the three year period of the Initial Business Plan; and
(v) ancillary commercial matters that the Parties have identified as dependencies in order for the Joint Venture to meets its objectives.
(b) The Parties will provide a copy of the Initial Business Plan to the Board within 60 days after the Implementation Date and the election of the Board in accordance with Section 3.05. Subject to the terms of the Shareholders Agreement, the Board may, in its discretion, make any changes to the Initial Business Plan prior to approving the Initial Business Plan upon approval or written consent resolution of shareholders of the Joint Venture holding no less than 66 2/3% of the voting rights attached to all of the Shares.
Initial Business Plan. The Initial Business Plan shall be the business plan of the Company for the period from the Formation Date through December 31, 2015 and sets forth the Initial Annual Budgets for each Fiscal Year during the Initial Period. Following the appointment of the chief executive officer of the Company (the “Chief Executive Officer”), the Members shall consult with the Chief Executive Officer regarding the Initial Business Plan and the Initial Annual Budgets, and after such consultations, Discovery and Hasbro may make any adjustments and modifications to the Initial Business Plan and the Initial Annual Budgets as they may mutually agree upon, which as so agreed shall constitute the applicable Initial Business Plan and the Initial Annual Budgets for purposes of this Agreement from and after the time so agreed.
Initial Business Plan. Each party acknowledges that it has received a certified copy of the Business Plan initially prepared by management of Telesat, with the assistance of management of Loral in relation to the assumed consummation of the transactions contemplated by the Skynet Asset Transfer Agreement and the Skynet Sale Agreement with effect from September 1, 2007 (the “Initial Business Plan”), and the Initial Business Plan is hereby approved by the parties hereto. The Initial Business Plan shall take effect on the date of this Agreement and for greater certainty shall not require the approval of the Board. The Initial Business Plan sets forth the objectives of Telesat for the period ending on December 31, 2012.
Initial Business Plan. The initial business plan (“Business Plan”) is attached to this as Attachment 5.10. The Members intend that the Business Plan be reviewed or modified, as applicable, prior to March 31, 2010 and thereafter at least annually. At least 120 days before the beginning of each Fiscal Year, the CEO will deliver to the Board of Directors any proposed modifications in the Business Plan. The Business Plan shall contain a budget and a projected timeline for the development of the Facility.
Initial Business Plan. The Members have heretofore approved the initial Approved Business Plan for the Company attached as hereto as Exhibit “ .” The initial Approved Business Plan contains, among other things, a plan and a budget for the Property. Unless the Members determine otherwise, each Approved Business Plan shall be based upon continuing the leasing, maintenance and operation of the Property in a prudent manner so as to enhance the value of the Property.
