Recommendation Requirements Sample Clauses

Recommendation Requirements. The obligation to render the Recommendation Statement is subject to the following requirements: (a) the Increased Offer Price is not less than EUR 45,50; (b) the Offer has been amended by the Bidder pursuant to section 21 WpÜG with the Increased Offer Price and in a way that is not inconsistent with this Agreement (such amended Offer, the “Amended Offer”); (c) no Superior Offer (as defined in Section 7.3 below) has been launched by a third party and the Bidder has not amended the Offer pursuant to Section 7.3 (b); and (d) no other circumstances exist, that, in the reasonable opinion of the Management Board acting in good faith with regard to its duties, would cause the members of the Management Board to violate their duties under applicable law (including their fiduciary duties and obligations under German law, in particular, the duty of care and loyalty under section 93 AktG) by issuing the Recommendation Statement.
Sample 1
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Recommendation Requirements. The obligation to render the Recommendation Statement is subject to the following requirements (Recommendation Requirements): (a) the Offer Price is not less than PLN 235.83 per share; (b) no Advantageous Offer (as defined in 4.3 below) has been launched by a third party without the Bidder amending the Offer pursuant to Section 4.3(b); (c) no other circumstances exist, that, in the reasonable opinion of the Management Board acting in good faith with regard to its duties, would cause the members of the Management Board to violate their duties under applicable law (including their fiduciary duties and obligations towards the Company, in particular, the duty of care and loyalty under Section 93 Stock Corporation Act) by issuing the Recommendation Statement.
Sample 1
Recommendation Requirements. The obligation that the Reasoned Statement and the Schedule 14D-9 shall contain the content set forth in Section 9.2 is subject to the following requirements: (a) the Takeover Offer complies with the terms of this Agreement; (b) no Superior Offer has been published; (c) the Offer Document for the Takeover Offer has been published in accordance with conditions no less favorable to the Company and the Company’s shareholders than the offer terms set forth in Section 7 and not otherwise contradicting this Agreement or applicable Laws; (d) the financing of the Takeover Offer has been confirmed by a financing confirmation within the meaning of Section 13 para. 1 German Takeover Act; and (e) no other circumstances exist, or developments have occurred which, in the reasonable opinion of the Management Board or the Supervisory Board, as applicable, acting in good faith and after consultation with the Company’s financial advisor and outside legal counsel, would cause the members of the Management Board or the members of the Supervisory Board, as applicable, to breach their respective duties under applicable Law, including the duty of care and loyalty under Sections 93 and 116 German Stock Corporation Act, by welcoming and supporting the Takeover Offer.
Sample 1

Related to Recommendation Requirements

  • Notification Requirements 1. If the Family Leave is foreseeable, the employee must provide the agency/department with thirty (30) calendar days notice of his or her intent to take Family Leave. 2. If the event necessitating the Family Leave becomes known to the employee less than thirty (30) calendar days prior to the employee's need for Family Leave, the employee must provide as much notice as possible. In no case shall the employee provide notice later than five (5) calendar days after he or she learns of the need for Family Leave. 3. For foreseeable leave due to a qualifying exigency, an employee must provide notice of the need for leave as soon as practicable, regardless of how far in advance such leave is foreseeable. 4. When the Family Leave is for the purpose of the scheduled medical treatment or planned medical care of a child, parent, spouse or registered domestic partner, the employee shall, to the extent practicable, schedule treatment and/or care in a way that minimizes disruption to agency/department operations.

  • Certification Requirements The hospice program certifies and attaches hereto documentation that: (a) it is Medicare approved and meets all Medicare conditions of participation (42 CFR 418); and (b) is licensed pursuant to any applicable state or local law.

  • Publication Requirements Those seeking to include renderings of more than 10 images from the UND Biometrics Database in reports, papers, and other documents to be published or released must first obtain approval in writing from the UND Principal Investigator. In no case should the face images be used in a way that could cause the original subject embarrassment or mental anguish.

  • Information Requirements The Company covenants that, if at any time before the end of the Effectiveness Period the Company is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder and take such further reasonable action as any Holder may reasonably request in writing (including, without limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company’s most recent report filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act.

  • Submission Requirements Requirement Deliverable (Report Name) Due Date Submission System

  • Notification Requirement Through and up to the conclusion of the Non-Competition Period, Executive shall give notice to the Company of each new business activity he plans to undertake, at least seven (7) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of Executive’s business relationship(s) and position(s) with such Person.

  • Qualification Requirements In addition to ITB 13.1, ITB 13.2, and ITB 13.3 (b), the potential bidder must also fulfill the following:- a) The Bidder must be a Manufacturer or an Authorized Dealer or service provider for sales & service continuously from last one- year.

  • Information Requirement The successful bidder's shall be required to advise the Office of Management and Budget, Government Support Services of the gross amount of purchases made as a result of the contract.

  • GRADUATION REQUIREMENTS I understand that in order to graduate from the program and to receive a certificate of completion, diploma or degree I must successfully complete the required number of scheduled clock hours as specified in the catalog and on the Enrollment Agreement, pass all written and practical examinations with a minimum score of 80%, and complete all required clinical hours and satisfy all financial obligations to the College.

  • Installation requirements We (if we install the System) or our contractor (if we procure a contractor to install the System) must:

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