No talk exception Sample Clauses

No talk exception. The restriction in clause 13.2 does not apply to the extent that it restricts the Company or the Board from taking or refusing to take any action with respect to: (a) a bona fide Competing Proposal (which was not encouraged, solicited, invited, facilitated, initiated, or continued in contravention of clause 13.1 or 13.2); or (b) continuing any discussions in respect of a Competing Proposal existing and notified to Apax as at the date of this agreement, in each case only if: (c) the Board has determined, after taking advice from its external financial adviser, that the Competing Proposal is, or is reasonably capable of becoming, a Superior Proposal or would be reasonably likely to constitute a Superior Proposal if it were to be proposed; and (d) acting in good faith and after having taken advice from its external legal advisers, the Board has determined that it is necessary to respond to such Competing Proposal in order to fulfil the fiduciary duties or statutory obligations of any member of the Board.
Sample 1
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No talk exception. The restriction in clause 13.2 does not apply to the extent that it restricts the Company or its Representatives from taking or refusing to take any action with respect to a bona fide Competing Proposal (which was not encouraged, solicited, invited, initiated, or continued in contravention of clause 13.1 or 13.2) if: (a) the Board has determined, after taking advice from its external financial adviser, that the Competing Proposal is, or is reasonably capable of becoming, a Superior Proposal or would be reasonably likely to constitute a Superior Proposal if it were to be proposed; and (b) acting in good faith and after having taken advice from its external legal advisers, the Board has determined that it is necessary to respond to such Competing Proposal in order to fulfil the fiduciary duties or statutory obligations of any member of the Board.
Sample 1
No talk exception. The restriction in clause 13.2 does not apply to the extent that it restricts the Company or its Representatives from taking or refusing to take any action with respect to a bona
Sample 1
No talk exception. The restriction in clause 12.2 does not apply to the extent that it restricts Target or the Board from taking or refusing to take any action with respect to a bona fide Competing Proposal or Potential Competing Proposal (in either case which was not encouraged, solicited, invited, facilitated or initiated in contravention of clause 12.1 or 12
Sample 1

Related to No talk exception

  • No Exception The Custodian has not noted any material exceptions on a Custodial Mortgage Loan Schedule with respect to the Mortgage Loan which would materially adversely affect the Mortgage Loan or Buyer’s interest in the Mortgage Loan.

  • No exceptions Employees who are Participants in the Plan as of the Effective Date.

  • Title Exceptions To the best of Borrower’s knowledge after due inquiry and investigation, none of the items shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loan Agreement and insuring Lender’s interest in the Mortgaged Property will have a Material Adverse Effect on the (a) ability of Borrower to pay the Loan in full, (b) ability of Borrower to use all or any part of the Mortgaged Property in the manner in which the Mortgaged Property is being used on the Closing Date, except as set forth in Section 6.03, (c) operation of the Mortgaged Property, or (d) value of the Mortgaged Property.

  • No Action Except Under Specified Documents The Interim Eligible Lender Trustee shall not otherwise deal with the Interim Trust Loans except in accordance with the powers granted to and the authority conferred upon the Interim Eligible Lender Trustee pursuant to this Agreement, the Purchase Agreements and the Sale Agreement.

  • No Amendment Except in Writing This license may not be amended except in a writing signed by both parties (or, in the case of publisher, by CCC on publisher's behalf).

  • Copies of Documents Relating to Title Exceptions Copies of all recorded documents listed as exceptions to title or otherwise referred to in the Additional Mortgage Policy or title report delivered pursuant to clause (iv) or (v) above;

  • Permitted Exceptions The Property shall be conveyed subject to the matters which are, or are deemed to be, Permitted Exceptions pursuant to Article II hereof (herein referred to collectively as the “Permitted Exceptions”).

  • Title IX Hill College strives to maintain a work and educational environment free from discrimination, sexual harassment, sexual assault, stalking, rape, dating and domestic violence, and related retaliation in accordance with applicable federal and state laws. Students may contact the Office of Student Services, Xxxx of Students, Campus Safety, Campus Security Authority (CSAs) or Title IX Coordinator for assistance with reporting a complaint or may file a complaint online from the Hill College website. The Title IX Coordinator: Xx. Xxxxx Xxxxx Director of Human Resources 000 Xxxxx Xxxxx Hillsboro, TX 76645 254‐659‐7731 or xxxxxx@xxxxxxxxxxx.xxx

  • Site to be free from Encumbrances Subject to the provisions of Clause 8.2, the Site shall be made available by the Authority to the Contractor pursuant hereto free from all Encumbrances and occupations and without the Contractor being required to make any payment to the Authority because of any costs, compensation, expenses and charges for the acquisition and use of such Site for the duration of the Project Completion Schedule. For the avoidance of doubt, it is agreed that the existing rights of way, easements, privileges, liberties and appurtenances to the Site shall not be deemed to be Encumbrances. It is further agreed that, unless otherwise specified in this Agreement, the Contractor accepts and undertakes to bear any and all risks arising out of the inadequacy or physical condition of the Site.

  • Seller’s Knowledge Whenever a representation is qualified by the phrase “to the best of Seller’s knowledge”, or by words of similar import, the accuracy of such representation shall be based solely on the actual (as opposed to constructive or imputed) knowledge of the Designated Seller Representative, without independent investigation or inquiry. Purchaser acknowledges that the Designated Seller Representative is named solely for the purpose of defining the scope of Seller’s knowledge and not for the purpose of imposing any liability on or creating any duties running from the Designated Seller Representative to Purchaser and Purchaser agrees that no Designated Seller Representative shall have any liability under this Agreement or in connection with the transactions contemplated hereby.

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