M&A Sample Clauses

M&A. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (CSRC) and SAFE on August 8, 2006 and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (A) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Securities, the listing and trading of the Securities on Nasdaq and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or on the Closing Date, affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006, as amended (collectively, the “M&A Rules and Related Clarifications”). (B) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Securities, the listing and trading of the Securities on Nasdaq, or the consummation of the transactions contemplated by this Agreement.
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M&A. In addition to the aforementioned in sections 2a, 2b, and 2cabove, in the event that Company shall close any M&A transaction with a third party target, the Consultant shall be entitled to a success fee in the amount equal to 3% of the total transaction price, in any combination of cash and shares that will be determined by QUEST.
Sample 1
M&A. Notwithstanding the above, this Agreement may be assigned, without the written consent of the other Party, by either Party, pursuant to an M&A, provided that the successor agrees to be bound by the terms of this Agreement. In the event of an M&A of Saifun, Saifun will notify Macronix immediately after execution of the relevant agreement. The rights of Macronix and Saifun's successor in interest shall not be affected due to such acquisition. Notwithstanding the above in the event that Saifun's successor in interest is a semiconductor manufacturer, Macronix will have the right to stop performing its obligations under this Agreement for providing Saifun's successor with wafers (under Sections 9 and 10), provided Macronix had given Saifun ***, or other period agreed upon by the Parties, phase out period in accordance with the procedures and rights set in Section 9.6 All other rights and obligations of the Parties under this Agreement will be maintained following the M&A. For clarification it is hereby stated that under no circumstances shall the licenses granted to Macronix be divisible. Transfer of rights in an M&A will retain the entire rights in the hands of the assignee or successor in interest.
Sample 1
M&A. In the event of a Change in Control (defined below) of the Company during the term hereof, Employee shall be entitled to a special compensation in an amount equal to five percent (5%) of an amount equal to (i) the aggregate value of consideration paid in the Change in Control to the Company (in the case of an asset sale) or its shareholders (in the case of a merger or a stock sale) (the "Purchase Price"), minus (ii) [$3,000,000] (the "Base Value"). The term "Change in Control" means a change in the majority ownership of the Company, or of substantially all of its business, as a result of a bona-fide acquisition by a third party, and expressly excluding a reorganization involving the Company and its controlling shareholder. In the event of a sale (the "Partial Business Sale") of one or more of the Company's business units (the "Sold BU") to a third party in a bona-fide sale which does not constitute a Change in Control, Employee shall be entitled to a special compensation in an amount equal to five percent (5%) of an amount equal to (x) the aggregate value of consideration paid to the Company in the Partial Business Sale, minus (y) the Relative Base Value. The term "Relative Base Value" means a percentage of the Base Value equal to the percentage of the gross revenues of the Sold BU relative to the gross revenues of the Company during the twelve months immediately preceding the effective date of the Partial Business Sale.
Sample 1

Related to M&A

  • Attn Board Chair.

  • AT&T 9STATE shall be defined as the States of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee.

  • S.T If Federal Funds are not received on time, such funds will be invested, and shares purchased thereby will be issued, as soon as practicable.

  • COLLEGE has the sole right to control and direct the instructional activities of all instructors, including those who are SCHOOL DISTRICT employees.

  • Settlement Administration 5.1. The Settlement Administrator shall, under the supervision of the Court, administer the relief provided by this Settlement Agreement by processing Claim Forms in a rational, responsive, cost effective, and timely manner. The Settlement Administrator shall maintain reasonably detailed records of its activities under this Settlement Agreement. The Settlement Administrator shall maintain all such records as are required by applicable law in accordance with its normal business practices and such records will be made available to Class Counsel and Defendant’s Counsel upon request. The Settlement Administrator shall also provide reports and other information to the Court as the Court may require. The Settlement Administrator shall provide Class Counsel and Defendant’s Counsel with information concerning Notice, administration, and implementation of the Settlement Agreement. Should the Court request, the Parties, in conjunction with the Settlement Administrator, shall submit a timely report to the Court summarizing the work performed by the Settlement Administrator, including a report of all amounts from the State-Specific Settlement Funds paid on account of Approved Claims. Without limiting the foregoing, the Settlement Administrator shall: (a) receive exclusion forms and other requests from Settlement Class Members and promptly provide a copy of such requests to Class Counsel and Defendant’s Counsel upon receipt. If the Settlement Administrator receives any exclusion forms or other requests from the Settlement Class after the Objection/Exclusion Deadline, the Settlement Administrator shall promptly provide copies thereof to Class Counsel and Defendant’s Counsel; (b) provide weekly reports to Class Counsel and Defendant’s Counsel, including, without limitation, reports regarding the number of Claim Forms received, the current number approved by the Settlement Administrator at that time from each of the Settlement Classes, and the number of opt-outs received; (c) make available for inspection by Class Counsel or Defendant’s Counsel the Claim Forms, any documentation submitted in support thereof, and any correspondence received by the Settlement Administrator at any time upon reasonable notice; (d) pay all Approved Claims according to the terms of this Settlement Agreement; (e) make all tax filings related to the Escrow Accounts, including making any required “information returns” as that term is used in 26 U.S.C. § 1, et seq. Neither Class Counsel nor Defendant makes any representations regarding the tax treatment of the Escrow Account, State-Specific Settlement Funds or any portion thereof; and (f) respond to questions about the Settlement from Settlement Class Members. 5.2. The Settlement Administrator shall employ reasonable procedures to screen claims for abuse or fraud. The Settlement Administrator, after consultation with Class Counsel, shall reject Claim Forms where there is evidence of abuse or fraud. 5.3. The Settlement Administrator shall reject any Claim Form that does not contain all requested information. The Settlement Administrator shall provide the individual with an opportunity to cure any deficient Claim Form within twenty-one (21) days after notice to such individual. If the individual fails to cure within the required time, the claim shall be rejected. 5.4. In the exercise of their duties outlined in this Agreement, the Settlement Administrator shall have the right to reasonably request additional information from the Parties or any Settlement Class Member.

  • Grant Administration Grantee shall use the Grant funds only for the activities described in the approved Scope of Work. Grantee shall maintain financial records relating to the receipt and expenditure of all Grant funds in accordance with the terms set forth under this Agreement for a period of seven (7) years starting on the first day after final payment under the Agreement.

  • General Counsel The General Counsel subject to the discretion of the Board of Directors, shall be responsible for the management and direction of the day-to-day legal affairs of the Company. The General Counsel shall perform such other duties and may exercise such other powers as may from time to time be assigned to him by the Board of Directors or the President.

  • Attention The Assignee’s wire transfer instructions for purposes of all remittances and payments related to the Mortgage Loans and the Seller’s Warranties and Servicing Agreement are:

  • Email Address (For delivery of Documents to Seller) (For delivery of Documents to Buyer)

  • Xxxxx, Haldimand, Norfolk An employee shall be granted five working days bereavement leave with pay upon the death of the employee’s spouse, child, stepchild, parent, stepparent, legal guardian, grandchild or step-grandchild.

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