Regarding the Arrangement Sample Clauses

Regarding the Arrangement. (1) Subject to the terms and conditions of this Agreement, Phivida shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by Phivida or any of its Subsidiaries under this Agreement, cooperate with Choom in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Phivida shall and, where appropriate, shall cause each of its Subsidiaries to: (a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Choom, acting reasonably, and without paying, and without committing itself or Choom to pay, any consideration or incur any liability or obligation without the prior written consent of Choom, acting reasonably; (b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Phivida or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Choom, advisable, in connection with obtaining such Regulatory Approvals; (c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (d) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (e) not take any action, or refrain from takin...
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Regarding the Arrangement. Each of the Parties covenants and agrees that it shall use its best efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable under Law to consummate the Arrangement as soon as practicable, including: (1) carrying out the terms of the Interim Order and the Final Order applicable to it and complying promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; and (2) not taking any action, or refraining from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement
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Regarding the Arrangement. Subject to the terms and conditions of this Arrangement Agreement, each of Catalyst and ArrangeCo shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Plan of Arrangement and the transactions contemplated by this Arrangement Agreement as soon as practicable.
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Regarding the Arrangement. (1) Subject to the terms and conditions of this Agreement, the Purchaser Parties and the Company shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as soon as practicable, including: (a) preparing and filing as promptly as practicable, and in any event by no later than thirty days from the date of the Agreement, a pre-merger notification filing under the Competition Act and a request for an advance ruling certificate pursuant to Section 102 of the Competition Act, an appropriate filing of a Notification and Report Form pursuant to the HSR Act, the CRTC Applications, the FCC Applications and the Industry Canada Applications, and preparing and filing as promptly as practicable, and in any event by no later than the earlier of (i) sixty days from the date of the Agreement, or (ii) within such time as requested by the applicable Governmental Authority, all other necessary documents, registrations, statements, petitions, filings and applications for the Key Regulatory Approvals; (b) preparing and filing as promptly as practicable all necessary documents, registrations, statements, petitions, filings and applications for the Additional Regulatory Approvals; (c) using their reasonable best efforts to obtain and maintain all approvals, clearances, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Key Regulatory Approvals; (d) using reasonable best efforts to oppose, lift or rescind any injunction or restraining or other order seeking to stop, or otherwise adversely affecting its ability to consummate, the Arrangement and to defend, or cause to be defended, any Proceedings to which it is a party or brought against it or its directors or officers challenging this Agreement or the consummation of the transactions contemplated hereby; and (e) carrying out the terms of the Interim Order and Final Order applicable to it and using reasonable best efforts to comply promptly with all requirements which Applicable Laws may impose on it or its Subsidiaries or affiliates with respect to the transactions contemplated hereby. (2) Subject to the express provisions of Section 7.2, ...
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Related to Regarding the Arrangement

  • ENDING THE AGREEMENT 8.1 As well as any other rights we have, we can end the Agreement and/or a Related Agreement at any time, with immediate effect if: (a) you don't pay Charges when they are due. This includes any deposit we've asked for; (b) you break this Agreement and/or a Related Agreement in any other material way and you don't correct the situation within 7 days of us asking you to; (c) we reasonably believe that the Service is being used in a way forbidden by paragraph 6, even if you don't know that the Service is being used in such a way; (d) you're in breach of paragraphs 6.3 (a)-(f) or you persistently behave in a way that would allow us to bar your SIM Card in accordance with paragraph 7 of this Agreement; (e) we reasonably believe that you are infringing or have infringed our Rights or the Rights of a third party; (f) you are the subject of a bankruptcy order, or become insolvent, or make any arrangement with or for the benefit of creditors; or (g) you refuse to return or unreasonably delay in returning any payment, refund or credit that has been made to you in error or for the incorrect amount. 8.2 This Agreement can be ended by either you or by us giving at least 30 days' Notice (in line with paragraph 19). Unless your statutory rights allow otherwise, you must pay us any outstanding Charges, including the Charges for this notice period. 8.3 Unless otherwise specified, if you end this Agreement during any Minimum Period or we end this Agreement under paragraph 8.1(a)-(e) and (g), you must pay us a fee of no more than each of the Monthly Subscription Charges up to the end of the Minimum Period. If you pay us the fee of no more than each of the Monthly Subscription Charges up to the end of that Minimum Period in a single payment, we may reduce the amount due by a rate determined by us. This doesn't apply if you end the Agreement for the one of reasons in paragraph 8.4 below. 8.4 You can end this Agreement by giving us Notice (in line with paragraph 19 if: (a) we break a material term of this Agreement which completely restricts our ability to provide you with the Service and we don't correct it within 7 days of receiving your complaint; (b) we go into liquidation or a receiver or administrator is appointed over our assets; (c) we increase our Charges in a way that would allow you to end the Agreement under the terms of this Agreement or (d) we change the terms of this Agreement to your significant disadvantage (which for the avoidance of doubt shall not include an increase in Charges for Additional Services, or an increase in Charges as permitted under the terms of this Agreement. 8.5 If you end this Agreement and have a credit on your final bill, please contact Customer Services and we'll arrange to have this refunded to you.

  • AMENDING THE AGREEMENT 4.1 The Agreement may only be amended by a written agreement duly executed by the Parties.

  • Terminating the Agreement With reasonable cause, either Client or Contractor may terminate this Agreement, effective immediately upon giving written notice. Reasonable cause includes: A material violation of this Agreement; Any act exposing the other party to liability to others for personal injury or property damage; or Either party terminating this Agreement at any time by giving days' written notice to the other party of the intent to terminate.

  • Implementation of the Agreement Regulations of this Agreement relating to investments who investors of one Contracting Party realized before or after the entry into force of this Agreement, with what shall apply from the moment of its entry into force, provided that such investments conducted in accordance with the laws of that Party Contracting.

  • Modifications to the Agreement This Agreement constitutes the entire understanding of the parties on the subjects covered. The Employee expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company.

  • Changes to the Agreement XOOM may make changes to any term or condition in this Agreement at any time except for the electricity price. We will notify you of any material change to the Agreement in writing at least forty- five (45) days before any such change be applied to your bill or take effect. If you do not terminate the Agreement before the effective date of the change, the change will become effective on the date stated in the notice. Moving: When moving to an address within your Local Utility’s service territory, XOOM will make every effort to transfer your service to your new service address when you move to an address within your Local Utility’s service territory, provided that you notify XOOM within fifteen (15) days of your move. If a transfer of service is not successful or you move to a location outside your Local Utility’s service territory, you may cancel this Agreement at no cost to you. Failure to notify XOOM of your move will be considered a cancellation of this Agreement in accordance with its terms.

  • Amendments to the Agreement Except to the extent permitted by the Investment Company Act or the rules or regulations thereunder or pursuant to exemptive relief granted by the SEC, this Agreement may be amended by the parties only if such amendment, if material, is specifically approved by the vote of a majority of the outstanding voting securities of the Portfolio (unless such approval is not required by Section 15 of the Investment Company Act as interpreted by the SEC or its staff or unless the SEC has granted an exemption from such approval requirement) and by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval shall be effective with respect to the Portfolio if a majority of the outstanding voting securities of the Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of any other Portfolio affected by the amendment or all the Portfolios of the Trust.

  • Operation of the Agreement The Parties recognize that it is impractical in this Agreement to provide for every contingency which may arise during the life of the Agreement, and the Parties hereby agree that it is their intention that this Agreement shall operate fairly as between them, and without detriment to the interest of either of them, and that, if during the term of this Agreement either Party believes that this Agreement is operating unfairly, the Parties will use their best efforts to agree on such action as may be necessary to remove the cause or causes of such unfairness, but failure to agree on any action pursuant to this Clause 8.2 shall not give rise to a dispute subject to arbitration in accordance with Clause 9 hereof.

  • After the Agreement Effective Date After the Agreement Effective Date, the Trust will furnish to Ultimus any amendments to the items listed in Section 14.1.

  • Agreement with Respect to Certain Existing Agreements (a) Subject to the provisions of Section 4.8(b), with respect to agreements existing as of Bank Closing which provide for the rendering of services by or to the Failed Bank, within thirty (30) days after Bank Closing, the Assuming Bank shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Bank agrees to comply with the terms of each such agreement for a period commencing on the day after Bank Closing and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after Bank Closing, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Bank has given notice to the Receiver of its election not to assume such agreement; provided, that the Receiver can reasonably make such service agreements available to the Assuming Bank. The Assuming Bank shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey, and deliver to the Assuming Bank all right, title and interest of the Receiver, if any, in and to agreements the Assuming Bank assumes hereunder. In the event the Assuming Bank elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Bank agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement. (b) The provisions of Section 4.8(a) regarding the Assuming Bank’s election to assume or not assume certain agreements shall not apply to (i) agreements pursuant to which the Failed Bank provides mortgage servicing for others or mortgage servicing is provided to the Failed Bank by others, (ii) agreements that are subject to Sections 4.1 through 4.7 and any insurance policy or bond referred to in Section 3.5(a) or other agreement specified in Section 3.5, and (iii) consulting, management or employment agreements, if any, between the Failed Bank and its employees or other Persons. Except as otherwise expressly set forth elsewhere in this Agreement, the Assuming Bank does not assume any liabilities or acquire any rights under any of the agreements described in this Section 4.8(b).

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