Response to Third Party and right to respond Sample Clauses

Response to Third Party and right to respond. (a) Without prejudice to a party's rights under this clause 8, if at any time during the Exclusivity Period any director of a party wishes to approve or recommend entry into any agreement, commitment, arrangement or understanding relating to an actual, potential or proposed Competing Transaction, or adversely change, withdraw, adversely modify or adversely qualify its recommendation to vote in favour of the Scheme, the relevant party must ensure that it does not do so:
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Response to Third Party and right to respond. ‌ (a) Without prejudice to a party's rights under this clause 8, if at any time during the Exclusivity Period any director of a party wishes to approve or recommend entry into any agreement, commitment, arrangement or understanding relating to an actual, potential or proposed Competing Transaction, or adversely change, withdraw, adversely modify or adversely qualify its recommendation to vote in favour of the Scheme, the relevant party must ensure that it does not do so: (i) unless the Competing Transaction is bona fide; and (ii) until each of the following has occurred: (A) in respect of 92 Energy: (I) the 92 Energy Board has made the determination contemplated by clause 8.7(b) in respect of that 92 Energy Competing Transaction; (II) 92 Energy has given Xxxx notice in writing: (a) of the identity of the Third Party and (b) of its intention to enter into an agreement, commitment, arrangement or understanding relating to that 92 Energy Competing Transaction, subject to Xxxx’x rights under clause 8.6(b);‌ (III) Xxxx’x rights under clause 8.6(b) have been exhausted; and (IV) the 92 Energy Board has made the determination contemplated by clause 8.7(b) in respect of that 92 Energy Competing Transaction after Xxxx’x rights under clause 8.6(b) have been exhausted and after evaluation of any Counterproposal; and (B) in respect of Xxxx: (I) the Xxxx Board has made the determination contemplated by clause 8.7(b) in respect of that Xxxx Competing Transaction; (II) Xxxx has given 92 Energy notice in writing: (a) of the identity of the Third Party and (b) of its intention to enter into an agreement, commitment, arrangement or understanding relating to that Competing Transaction, subject to 92 Energy’s rights under clause 8.6(b);‌ (III) 92 Energy's rights under clause 8.6(b) have been exhausted; and (IV) the Xxxx Board has made the determination contemplated by clause 8.7(b) in respect of that Xxxx Competing Transaction after 92 Energy’s rights under clause 8.6(b) have been exhausted and after evaluation of any Counterproposal. (b) If a party gives notice to the other party under clauses 8.6(a)(ii)(A)(II) or 8.6(a)(ii)(B)(II), the other party will have the right, but not the obligation, at any time during the period of five Business Days following receipt of the notice, to:‌ (i) offer to amend the terms of the Scheme; (ii) make a takeover bid for the party; or (iii) propose any other form of transaction, (each a Counterproposal), and if it does so then the party and the...

Related to Response to Third Party and right to respond

  • Right to Respond Employees will be given a copy of any and all material that may be used against them in a disciplinary action at the time that it is placed in the file. Explanatory rebuttal statements can be attached to the material housed in the file provided such statement is made within ten (10) working days after the employee receives the material. Any reference to allegations that are investigated and determined to be unfounded shall be removed from an employee’s file.

  • Failure to Respond If you fail to respond by the date given above, your application will be refused under Section 3A(4)(a) of the Registered Designs Act 1949.

  • Right to Revoke Employee may revoke this Agreement by notice to Company, in writing, received within seven (7) days of the date of its execution by Employee (the “Revocation Period”). Employee agrees that Employee will not receive the benefits provided by this Agreement if Employee revokes this Agreement. Employee also acknowledges and agrees that if Company has not received from Employee notice of Employee’s revocation of this Agreement prior to the expiration of the Revocation Period, Employee will have forever waived Employee’s right to revoke this Agreement, and this Agreement shall thereafter be enforceable and have full force and effect.

  • Right to Refuse to Cross Picket Lines (a) All employees covered by this Agreement shall have the right to refuse to cross a picket line arising out of a dispute as defined in the appropriate legislation. Any employees failing to report for duty shall be considered to be absent without pay. (b) Failure to cross a picket line encountered in carrying out the Employer's business shall not be considered a violation of this Agreement nor shall it be grounds for disciplinary action.

  • Handling Sensitive Personal Information and Breach Notification A. As part of its contract with HHSC Contractor may receive or create sensitive personal information, as section 521.002 of the Business and Commerce Code defines that phrase. Contractor must use appropriate safeguards to protect this sensitive personal information. These safeguards must include maintaining the sensitive personal information in a form that is unusable, unreadable, or indecipherable to unauthorized persons. Contractor may consult the “Guidance to Render Unsecured Protected Health Information Unusable, Unreadable, or Indecipherable to Unauthorized Individuals” issued by the U.S. Department of Health and Human Services to determine ways to meet this standard. B. Contractor must notify HHSC of any confirmed or suspected unauthorized acquisition, access, use or disclosure of sensitive personal information related to this Contract, including any breach of system security, as section 521.053 of the Business and Commerce Code defines that phrase. Contractor must submit a written report to HHSC as soon as possible but no later than 10 business days after discovering the unauthorized acquisition, access, use or disclosure. The written report must identify everyone whose sensitive personal information has been or is reasonably believed to have been compromised. C. Contractor must either disclose the unauthorized acquisition, access, use or disclosure to everyone whose sensitive personal information has been or is reasonably believed to have been compromised or pay the expenses associated with HHSC doing the disclosure if: 1. Contractor experiences a breach of system security involving information owned by HHSC for which disclosure or notification is required under section 521.053 of the Business and Commerce Code; or 2. Contractor experiences a breach of unsecured protected health information, as 45 C.F.R. §164.402 defines that phrase, and HHSC becomes responsible for doing the notification required by 45 C.F.R. §164.404. HHSC may, at its discretion, waive Contractor's payment of expenses associated with HHSC doing the disclosure.

  • Right to Reject The Department reserves the right to accept or reject all proposals, or separable portions thereof, and to waive any minor irregularity, technicality, or omission if the Department determines that doing so shall serve the Department’s best interests. The Department may reject any proposal not submitted in the manner specified by the solicitation documents.

  • Right to request 7.4.4(a) An employee entitled to parental leave pursuant to the provisions of 7.4.2 may request the employer to allow the employee:

  • Right to Seek Assurance The Transfer Agent may refuse to transfer, exchange or redeem shares of the Fund or take any action requested by a shareholder until it is satisfied that the requested transaction or action is legally authorized or until it is satisfied there is no basis for any claims adverse to the transaction or action. It may rely on the provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code. The Company shall indemnify the Transfer Agent for any act done or omitted to be done in reliance on such laws or for refusing to transfer, exchange or redeem shares or taking any requested action if it acts on a good faith belief that the transaction or action is illegal or unauthorized.

  • Right to Relet If the Landlord elects to re-enter the Demised Premises as herein provided, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease make such alterations and repairs as are necessary in order to relet the Demised Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such Rent and upon such other terms, covenants and conditions as the Landlord in its sole discretion considers advisable. Upon each such reletting all rent received by the Landlord from such reletting shall be applied first, to the payment of any indebtedness other than Rent due hereunder from the Tenant to the Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees, and solicitor’s fees and of costs of such alterations and repairs; third, to the payment of Rent due and unpaid hereunder; and the residue, if any, shall be held by the Landlord and applied in payment of future rent as the same becomes due and payable hereunder. If such Rent received from such reletting during any month is less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency which shall be calculated and paid monthly in advance on or before the first day of each and every month. No such re-entry or taking possession of the Demised Premises by the Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to the Tenant. Notwithstanding any such reletting without termination the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. If the Landlord at any time terminates this Lease for any breach, in addition to any other remedies it may have, it may recover from the Tenant all damages it incurs by reason of such breach, including the cost of recovering the Demised Premises, solicitor’s fees (on a solicitor and client basis) and including the worth at the time of such termination of the excess, if any, of the amount of Rent and charges equivalent to Rent required to be paid pursuant to this Lease for the remainder of the stated Term over the then reasonable rental value of the Demised Premises for the remainder of the stated Term, all of which amounts shall be immediately due and payable by the Tenant to the Landlord. In any events referred to in Section 11.1(e), in addition to any and all other rights, including the rights referred to in this Section and in Section 11.1(e), the full amount of the current month’s instalment of Additional Rent and any other payments required to be made monthly hereunder, together with the next three months instalments for Additional Rent, all of which shall be deemed to be accruing due on a day-to-day basis, shall immediately become due and payable as accelerated Rent, and the Landlord may immediately distrain for the same, together with any arrears then unpaid.

  • Right to Refuse Unsafe Work Employees have the right to refuse to perform unsafe work pursuant to the Occupational Health and Safety Regulations of the Workers Compensation Act.

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