Progress of the Scheme Sample Clauses

Progress of the Scheme. (a) Holdings shall procure that the:
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Progress of the Scheme. (a) Parent shall procure that the material terms of the Scheme Circular are not inconsistent in any material respect with, or contrary to, the terms of the Press Release delivered to the Administrative Agent pursuant to the terms of this Credit Agreement unless the Administrative Agent has approved in writing (which approval shall not be unreasonably withheld, delayed or conditioned) such change in advance or is required by the Panel, the Court or the SEC.
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Progress of the Scheme. Subject to any confidentiality restrictions entered into in good faith and binding on them and consistent with the preservation of all privileged communication as such: (i) keep the Senior Administrative Agent informed as to any material developments in relation to the Scheme; and (ii) promptly (following receipt from the Senior Administrative Agent of a written request itemizing the same in sufficient detail to enable the Borrower or Bidco to identify the same specifically) provide on a non-reliance basis the Senior Administrative Agent with information as to the progress of the Scheme and with all material written information and material written formal advice on a specific circumstance (and not for the avoidance of doubt of a generic or general nature) received by it in relation to the Scheme (excluding for the avoidance of doubt any preliminary advice which is later superseded). Notify the Senior Administrative Agent promptly following the issuance of the Court Order.
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Progress of the Scheme. (a) The Borrower shall procure that the: Scheme Circular is dispatched by Eagle as soon as practicable and in any event within 28 days of the date of issue of the Press Release (or on or before such later date as the Panel may permit) or, if later, promptly after the date on which the Court convenes a meeting of the holders of the Shares to consider the Scheme; and material terms of the Scheme Circular are not inconsistent in any material respect with, or contrary to, the terms of the draft Press Release delivered to the Administrative Agent pursuant to the terms of this Agreement unless the Administrative Agent has approved in writing (which approval shall not be unreasonably withheld, delayed or conditioned) such change in advance or is required by the Panel, the Court or the SEC. The Borrower will keep the Administrative Agent reasonably informed as to any material developments in relation to the Scheme and (i) promptly deliver to the Administrative Agent any material documents in relation to the Scheme, including a copy of any Scheme Document (subject to applicable legal or regulatory restrictions on disclosure thereof, including any requirements of the Irish Takeover Rules), (ii) promptly after any reasonable request from the Administrative Agent provide the Administrative Agent with any material information relevant to the progress of the Scheme and with any material information or advice received in relation to and relevant to the Scheme and (iii) notify the Administrative Agent promptly following it becoming aware that the relevant Court Order has been issued. The Borrower shall not: take any action (and procure, so far as it is able to do so, that no person Acting in Concert (as defined in the Irish Takeover Panel Act of 1997, as amended) with it or otherwise, takes any action) which would compel it (or any person Acting in Concert with it) to make an offer to shareholders in Eagle under Rule 9 of the Irish Takeover Rules; and without the prior written consent of the Administrative Agent, acquire any Shares other than under the Scheme. Without duplication of its obligations under Section 5.10(b), Borrower shall:
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Progress of the Scheme. (a) The Borrower shall procure that the:
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Progress of the Scheme. (a) The Term Facility Borrower shall procure that the:
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Progress of the Scheme. (i) Ensure that neither the Borrower nor any Subsidiary will:
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Related to Progress of the Scheme

  • Capitalization of the Subsidiaries All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

  • Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.

  • Interim Operations of the Company The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

  • Continuation of the Business of the Partnership After Dissolution Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then:

  • Acquisition of the Company Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for

  • Powers of the Company The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

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