Merger Clearance Condition Sample Clauses

Merger Clearance Condition. Notifications to the competition authorities in Germany, The Netherlands and the United State of America pursuant to applicable competition Laws shall have been made and all waiting periods with respect to such notifications shall have expired and each relevant authority (the Merger Clearance Condition):
Sample 1
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Merger Clearance Condition. 4.3.1 The Purchaser has the primary responsibility for the satisfaction of and compliance with the Merger Clearance Condition. 4.3.2 Subject to the Company timely providing the Purchaser with all information required for the purposes of this Clause 4.3.2 and in accordance with Clause 4.3.3, the Purchaser shall: (a) as soon as practicable, and in any event no later than ten (10) Business Days after the Offer Protocol Date, prepare and file with the Competition Authorities the Merger Clearance Filings, or, in relation to those Merger Clearance Filings where the Merger Clearance Filing is subject to the approval of the relevant Competition Authority, a draft of the relevant Merger Clearance Filing, and as soon as practicable thereafter, the Merger Clearance Filing necessary to satisfy the Merger Clearance Condition; and (b) supply as promptly as practicable any additional information and documentation requested by any Competition Authority in connection with the Merger Clearance Filings. 4.3.3 The Company shall, and shall procure that each Group Company shall use its reasonable efforts to procure that the Purchaser or its legal counsel, upon their respective written request, receives all information and documentation in respect of the Group that is available within the Group that is reasonably necessary for the Purchaser to make or supplement any Merger Clearance Filings. However, the Purchaser is solely responsible for making the Merger Clearance Filings. 4.3.4 The Purchaser shall: (a) provide the Sellers and the Company or their respective legal counsel (if required pursuant to applicable competition laws, on a counsel-to- counsel basis) with drafts of any written filings and other material communications intended to be submitted to any Competition Authority in respect of any Merger Clearance Filings; (b) provide the Sellers and the Company or their respective legal counsel with a reasonable opportunity to comment on such filings and material communications; (c) not submit such filings or material communications without the prior written approval of the Sellers' Delegate on behalf of the Sellers and the Company, such approval not to be unreasonably withheld or delayed; (d) provide the Sellers and the Company or their respective legal counsel with final copies of all such filings and material communications submitted to any Competition Authority; (e) provide the Sellers and the Company or their respective legal counsel with copies of any written material com...
Sample 1

Related to Merger Clearance Condition

  • HSR Clearance All applicable waiting periods under the HSR Act shall have expired or been terminated.

  • Exchange Stock Market Clearance On the Closing Date, the Company’s shares of Common Stock, including the Firm Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance. On the first Option Closing Date (if any), the Company’s shares of Common Stock, including the Option Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance.

  • Exchange Clearance On the Closing Date, the Firm Shares shall have been approved for listing on the Exchange, subject only to official notice of issuance. On the first Option Closing Date (if any), the Option Shares shall have been approved for listing on the Exchange, subject only to official notice of issuance.

  • Performance Condition Notwithstanding the vesting schedule stated in the Award Notification, your Restricted Shares shall not vest unless the Company achieves positive Adjusted Net Earnings in any fiscal year during the term of the Award. “Adjusted Net Earnings” means net earnings determined in accordance with GAAP as publicly reported by the Company for a fiscal year, adjusted to eliminate the following: (1) the cumulative effect of changes in GAAP; (2) gains and losses from discontinued operations; (3) extraordinary gains or losses; and (4) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including merger related charges. 

  • Release Conditions As used in this Agreement, "Release Conditions" shall mean the following:

  • Performance Conditions The Shares shall be issuable only if (and to the extent) that the Performance Criteria, set forth herein, are satisfied during the Performance Period. The Controller of the Company and the Compensation Committee of the Board of Directors of the Company shall certify whether, and to what extent, the Performance Criteria have been achieved. If the minimum performance is not met, no Shares shall be issued and the Award shall be forfeited.

  • FINRA Clearance On or before the date of this Agreement, the Representative shall have received clearance from FINRA as to the amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.

  • Qualifying Conditions In addition to any other compensation earned, any employee who is on the payroll of the Company on any of the foregoing recognized statutory holidays will be granted eight (8) hours' pay at the straight time rate of the employee's regular job, subject to compliance with all of the conditions (a) to (f) set forth below: (a) The employee must have been on the payroll for not less than the sixty (60) days just preceding the holiday and must have previously qualified for a statutory holiday as provided in (d) below, and (b) The employee must have worked at least one (1) day during the sixty (60)- day qualifying period just preceding the holiday, and (c) The employee must have worked their scheduled work day before, and their scheduled work day after, such holiday, unless failure to work their scheduled work day before or after the holiday was due to any of the following events: (i) When the employee is on their regular authorized paid vacation; (ii) When the employee is unable to work by reason of an industrial accident as recognized by the Workers' Compensation Board or non-occupational sickness or injury; (iii) When the operation in which the employee is engaged is curtailed or discontinued by the decision of the Company and which curtailment or discontinuance changes or eliminates the employee's scheduled work day before, or their scheduled work day after, such holiday; (iv) When a trade in shifts agreed upon between employees and approved in advance by the company results in a temporary change of the scheduled work day before, or the scheduled work day after, the holiday, provided the employee works the shift agreed upon; (v) When the employee is on a leave of absence authorized by the Company. (d) The employee who has been on the payroll for at least sixty (60) days but who has not previously qualified for a statutory holiday will qualify for the holiday if he has worked a minimum of one hundred eighty (180) hours during the sixty (60)- day qualifying period just preceding the holiday and meets the requirements of (b) and (c) above. (e) Time lost as the result of an accident as recognized by the Workers' Compensation Board, suffered during the course of employment, or time lost as a result of non-occupational sickness or injury shall be considered as time worked for the purpose of qualifying for a recognized paid holiday, it being understood that the employee will only be entitled to this credit for time while on Workers' Compensation or non-occupational sickness or injury for a period of up to but not exceeding one (1) year from the date of their sickness or injury. (f) It is understood and agreed, however, that an employee shall not receive the above provided holiday pay if they have agreed to work on such holiday and fails or refuses to work, except in the case where bona fide sickness, or other bona fide reason approved by the Company, prevents them working on such holiday.

  • Service Conditions Customer acknowledges that in the event of a service issue, Customer is responsible for on-site cooperative testing with LightEdge Technical Support to assist in the diagnosis of the trouble. Customer agrees to be bound to current terms of LightEdge Acceptable Use Policy. Terms of the Acceptable Use Policy are subject to change without notice. Current Acceptable Use Policy can be found here: xxxx://xxx.xxxxxxxxx.xxx/legal Customer agrees that any service complaints including concerns regarding level of support, products, service reliability, or any other concerns related to LightEdge or Services being provided by LIghtEdge will be communicated to LightEdge by sending an email to xx@xxxxxxxxx.xxx.

  • Safe Conditions Whenever an employee reports a condition which the employee feels represents a violation of safety or health rules and regulations or which is an unreasonable hazard to persons or property, such conditions shall be promptly investigated. The appropriate administrator shall reply to the concern, in writing, if the employee's concern is communicated in writing.

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