Post-Closing Measures Sample Clauses

Post-Closing Measures. After the Closing, in addition to the other post-Closing actions set forth elsewhere in this Reorganization Agreement, the Parties shall take the following actions: 3.3.1 On the Closing Date, Cnova NV and Cnova Brazil shall sign the relevant entries in Cnova Brazil's book of share transfer (livro de transferência de ações nominativas) to reflect the Cnova Brazil Share Acquisition and Cnova Brazil shall update its book of shares registry (livro de registro de ações nominativas) accordingly. 3.3.2 On the Closing Date, promptly following the Closing, each officer of Cnova Brazil appointed by Cnova NV shall tender his or her resignation from the applicable position in the management of Cnova Brazil. 3.3.3 On the Closing Date, promptly following the Closing, Via Varejo will cause Xxxxx Xxxxxxxxx to tender his resignation as a director of Cnova NV with immediate effect. 3.3.4 Promptly following the resignations described in Section 3.3.2, Via Varejo, as the sole shareholder of Cnova Brazil, shall hold a general shareholders meeting pursuant to which Via Varejo shall (a) acknowledge the resignation of the officers appointed by Cnova NV and (b) appoint new officers of Cnova Brazil selected by Via Varejo among reputable and experienced professionals (such acknowledgement and appointment, together with the approval described in Section 3.2.3.2, the "Cnova Brazil Post-Closing Resolutions"). 3.3.5 The Parties shall collaborate with Cnova Brazil to ensure proper filing of the Cnova Brazil Post-Closing Resolutions with the Board of Trade of São Paolo, if it is ascertained that any pending items (exigências) exist that could hinder or delay regular, full and effective processing of such filings. This collaboration shall include, but is not limited to, the signature and/or presentation of any and all documents that may be deemed necessary or convenient for completion of such registration. Via Varejo shall provide Cnova NV with copies of the documents that evidence the registration of the Cnova Brazil Post-Closing Resolutions within ten (10) Business Days after the date on which such registration is completed.
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Post-Closing Measures. 7.7.1 Following the Settlement, the Buyer shall be entitled to effect or cause to effect, other than the Merger and Liquidation and the Asset Sale and Liquidation, any other restructuring of the Group for the purpose of achieving an optimal operational, legal, financial and/or fiscal structure in accordance with the Applicable Rules and Dutch Law in general (the "Post-Closing Measures"), some of which may have the effect of diluting the shareholding of any shareholders of the Company other than the Buyer and its Affiliates (the "Minority Shareholders"), including: (a) a sale of all, or substantially all, of the assets and liabilities of the Company to the Buyer or an Affiliate of the Buyer; (b) a subsequent public offer for any Company Shares held by Minority Shareholders; (c) a statutory cross-border or domestic (bilateral or triangular) legal merger (juridische (driehoeks-)fusie) in accordance with section 2:309 et seq of the DCC between the Company, the Buyer and/or any other Affiliate of the Buyer; (d) a statutory legal demerger (juridische splitsing) of the Company in accordance with section 2:334a et seq of the DCC; (e) a contribution of cash and/or assets by the Buyer or by any Affiliate of the Buyer in exchange for shares in the share capital of the Company, in which circumstances the pre-emptive rights (voorkeursrechten), if any, of Minority Shareholders may be excluded; (f) a distribution of proceeds, cash and/or assets to the shareholders of the Company or share buybacks; (g) a sale and transfer of assets and liabilities by the Buyer or any of its Affiliates to any member of the Group, or a sale and transfer of assets and liabilities by any member of the Group to the Buyer or any of its Affiliates; (h) any transaction between the Company and the Buyer or their respective Affiliates on terms that are not at arm's length; (i) any transaction, including a sale and/or transfer of any material asset, between the Company and its Affiliate or between the Company and the Buyer or their respective Affiliates with the objective of using any carry forward tax losses available to the Company, the Buyer or any of their respective Affiliates; (j) any transactions, restructurings, share issuances, procedures and/or proceedings in relation to the Company and/or one or more of its Affiliates required to effect the aforementioned objectives; or (k) any combination of the foregoing. 7.7.2 In the implementation of any Post-Closing Measure, the Parties shall comply ...
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Post-Closing Measures. After Closing having been completed, the Purchaser shall procure that the directors of the Company shall file the relevant documents with the Registrar of Companies in Gibraltar recording the fact that (i) the Purchaser is, as of the Closing Date, the registered as new shareholder of the Company and, (ii) the composition of the board of directors of the Company has changed providing such details of the resignations and new appointments to the board as well as such other details required by Gibraltar law.
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Related to Post-Closing Measures

  • Non-Conforming Measures 1. Articles 2, 3 and 6 shall not apply to: (a) any existing non-conforming measure that is Maintained by the following, as set out in the Schedule of each Contracting Party in Annex I: (i) the central government of a Contracting Party; or (ii) a prefecture of Japan or a province or a Municipality of the Republic of Mozambique; (b) any existing non-conforming measure that is maintained by a local government other than a prefecture and a province and a municipality referred to in subparagraph (a)(ii); (c) the continuation or prompt renewal of any nonconforming measure referred to in subparagraphs (a) and (b); or (d) an amendment or modification to any nonconforming measure referred to in subparagraphs (a) and (b), provided that the amendment or modification does not decrease the conformity of the measure as it existed immediately before the amendment or modification with Articles 2, 3 and 6. 2. Articles 2, 3 and 6 shall not apply to any measure that a Contracting Party adopts or maintains with respect to sectors, sub-sectors or activities set out in its Schedule in Annex II. 3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement and covered by its Schedule in Annex II, require an investor of the other Contracting Party, by reason of its nationality, to sell or otherwise dispose of an investment that exists at the time when the measure becomes effective. 4. In cases where a Contracting Party makes an amendment or a modification to any existing non-conforming measure set out in its Schedule in Annex I or where a Contracting Party adopts any new or more restrictive measure with respect to sectors, sub-sectors, or activities set out in its Schedule in Annex II after the date of entry into force of this Agreement, the Contracting Party shall, prior to the implementation of the amendment or modification or the new or more restrictive measure, or in exceptional circumstances, as soon as possible thereafter: (a) notify the other Contracting Party of detailed information on such amendment or modification, or such measure; and (b) hold, upon request by the other Contracting Party, consultations in good faith with the other Contracting Party with a view to achieving mutual satisfaction. 5. Each Contracting Party shall endeavour, where appropriate, to reduce or eliminate the non-conforming measures specified in its Schedules in Annexes I and II respectively. 6. Articles 2, 3 and 6 shall not apply to any measure covered by the exceptions to, or derogations from, obligations under Articles 3 and 4 of the TRIPS Agreement, as specifically provided in Articles 3 through 5 of the TRIPS Agreement. 7. Articles 2, 3 and 6 shall not apply to any measure that a Contracting Party adopts or maintains with respect to government procurement.

  • Interim Measures Notwithstanding any requirements for alternative dispute resolution procedures as set forth in Articles 18(B), any party to the Dispute may apply to a court for interim measures (i) prior to the constitution of the arbitral tribunal (and thereafter as necessary to enforce the arbitral tribunal’s rulings); or (ii) in the absence of the jurisdiction of the arbitral tribunal to rule on interim measures in a given jurisdiction. The Parties agree that seeking and obtaining such interim measures shall not waive the right to arbitration. The arbitrators (or in an emergency the presiding arbitrator acting alone in the event one or more of the other arbitrators is unable to be involved in a timely fashion) may grant interim measures including injunctions, attachments and conservation orders in appropriate circumstances, which measures may be immediately enforced by court order. Hearings on requests for interim measures may be held in person, by telephone, by video conference or by other means that permit the parties to the Dispute to present evidence and arguments.

  • Measuring EPP parameters Every 5 minutes, EPP probes will select one “IP address” of the EPP servers of the TLD being monitored and make an “EPP test”; every time they should alternate between the 3 different types of commands and between the commands inside each category. If an “EPP test” result is undefined/unanswered, the EPP service will be considered as unavailable from that probe until it is time to make a new test.

  • Provisional Measures 1. The judicial authorities shall have the authority to order prompt and effective provisional measures: (a) to prevent an infringement of any intellectual property right from occurring, and in particular to prevent the entry into the channels of commerce in their jurisdiction of goods, including imported goods immediately after customs clearance; (b) to preserve relevant evidence in regard to the alleged infringement. 2. The judicial authorities shall have the authority to adopt provisional measures inaudita altera parte where appropriate, in particular where any delay is likely to cause irreparable harm to the right holder, or where there is a demonstrable risk of evidence being destroyed. 3. The judicial authorities shall have the authority to require the applicant to provide any reasonably available evidence in order to satisfy themselves with a sufficient degree of certainty that the applicant is the right holder and that the applicant’s right is being infringed or that such infringement is imminent, and to order the applicant to provide a security or equivalent assurance sufficient to protect the defendant and to prevent abuse. 4. Where provisional measures have been adopted inaudita altera parte, the parties affected shall be given notice, without delay after the execution of the measures at the latest. A review, including a right to be heard, shall take place upon request of the defendant with a view to deciding, within a reasonable period after the notification of the measures, whether these measures shall be modified, revoked or confirmed. 5. The applicant may be required to supply other information necessary for the identification of the goods concerned by the authority that will execute the provisional measures. 6. Without prejudice to paragraph 4, provisional measures taken on the basis of paragraphs 1 and 2 shall, upon request by the defendant, be revoked or otherwise cease to have effect, if proceedings leading to a decision on the merits of the case are not initiated within a reasonable period, to be determined by the judicial authority ordering the measures where a Member's law so permits or, in the absence of such a determination, not to exceed 20 working days or 31 calendar days, whichever is the longer. 7. Where the provisional measures are revoked or where they lapse due to any act or omission by the applicant, or where it is subsequently found that there has been no infringement or threat of infringement of an intellectual property right, the judicial authorities shall have the authority to order the applicant, upon request of the defendant, to provide the defendant appropriate compensation for any injury caused by these measures. 8. To the extent that any provisional measure can be ordered as a result of administrative procedures, such procedures shall conform to principles equivalent in substance to those set forth in this Section. SECTION 4: SPECIAL REQUIREMENTS RELATED TO BORDER MEASURES12

  • Ongoing Performance Measures The Department intends to use performance-reporting tools in order to measure the performance of Contractor(s). These tools will include the Contractor Performance Survey (Exhibit H), to be completed by Customers on a quarterly basis. Such measures will allow the Department to better track Vendor performance through the term of the Contract(s) and ensure that Contractor(s) consistently provide quality services to the State and its Customers. The Department reserves the right to modify the Contractor Performance Survey document and introduce additional performance-reporting tools as they are developed, including online tools (e.g. tools within MFMP or on the Department's website).

  • Measuring DNS parameters Every minute, every DNS probe will make an UDP or TCP “DNS test” to each of the public-­‐DNS registered “IP addresses” of the name servers of the domain name being monitored. If a “DNS test” result is undefined/unanswered, the tested IP will be considered unavailable from that probe until it is time to make a new test.

  • Performance Measures The System Agency will monitor the Grantee’s performance of the requirements in Attachment A and compliance with the Contract’s terms and conditions.

  • Performance Targets Threshold, target and maximum performance levels for each performance measure of the performance period are contained in Appendix B.

  • Safety Measures Awarded vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Awarded vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage.

  • Short Changeover Premium (a) If shifts are scheduled so that there are not 24 hours between the start of an employee's shift and the start of their next shift, a premium calculated at the overtime rates will be paid for hours worked on the succeeding shift within the 24-hour period. (b) Where an employee exercises seniority rights to work shifts, one of which falls within the 24-hour period from the start of the previous shift, the employee shall not be entitled to claim the premium rate referred to in (a) above.

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