SOLE DISCRETION OF XXXXXXX-XXXXX SQUIBB Sample Clauses

SOLE DISCRETION OF XXXXXXX-XXXXX SQUIBB. Xxxxxxx-Xxxxx Squibb shall have the sole and absolute discretion to determine whether to proceed with all or part of the Distribution and all terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing of and conditions to the consummation of the Distribution. In addition, Xxxxxxx-Xxxxx Squibb may, in its sole and absolute discretion, determine the date of consummation of the Distribution (such date as so determined by Xxxxxxx-Xxxxx Squibb in accordance with this Article III is referred to herein as the "DISTRIBUTION DATE") and may at any time and from time to time until the completion of the Distribution modify or change the terms of the Distribution including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Zimmer shall cooperate with Xxxxxxx-Xxxxx Squibb in all respects to accomplish the Distribution and shall, at Xxxxxxx-Xxxxx Squibb's direction, promptly take any and all actions necessary or desirable to effect the Distribution, including the registration under the Securities Act of the common stock of Zimmer on an appropriate registration form or forms to be designated by Xxxxxxx-Xxxxx Squibb. Xxxxxxx-Xxxxx Squibb shall select any investment banker(s) and manager(s) in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and outside counsel for Xxxxxxx-Xxxxx Squibb, which shall include Cravath, Swaine & Xxxxx and Xxxxxx Xxxxx & Xxxxxxx LLP. Xxxxxx acknowledges, for itself and the Xxxxxx Group, that Cravath, Swaine & Xxxxx and Xxxxxx Xxxxx & Xxxxxxx LLP have acted only in the capacity as counsel to Xxxxxxx-Xxxxx Squibb and the Xxxxxxx-Xxxxx Squibb Group, and not as counsel to Zimmer or the Xxxxxx Group, in connection with this Agreement and the Ancillary Agreements and the documents and transactions contemplated herein or therein (other than the transactions contemplated by Section 2.09).
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Related to SOLE DISCRETION OF XXXXXXX-XXXXX SQUIBB

  • SOMEC XXXXX XXXXX XXXXX XXXXX XXXXX UNBUNDLED LOCAL SWITCHING, PORT USAGE End Office Switching (Port Usage) End Office Switching Function, Per MOU 0.0010519 End Office Trunk Port - Shared, Per MOU 0.0002136 Tandem Switching (Port Usage) (Local or Access Tandem) Tandem Switching Function Per MOU 0.0001634 Tandem Trunk Port - Shared, Per MOU 0.0002863 Tandem Switching Function Per MOU (Melded) 0.00004951 Tandem Trunk Port - Shared, Per MOU (Melded) 0.000086749 Melded Factor: 30.30% of the Tandem Rate Common Transport Common Transport - Per Mile, Per MOU 0.0000045 Common Transport - Facilities Termination Per MOU 0.0004095

  • Xx Xxxxxx No waiver or modification of this Agreement or any of its terms is valid or enforceable unless reduced to writing and signed by the party who is alleged to have waived its rights or to have agreed to a modification.

  • Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

  • Xxxx-Xxxxx-Xxxxxx Notwithstanding any other provision in this Agreement, in the event the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), is applicable to any Member by reason of the fact that any assets of the Company will be distributed to such Member in connection with the dissolution of the Company, the distribution of any assets of the Company shall not be consummated until such time as the applicable waiting periods (and extensions thereof) under the HSR Act have expired or otherwise been terminated with respect to each such Member.

  • XX XXXXXXX XXXXXXX the parties hereof have caused this Agreement to be executed in duplicate on the day and year first above written.

  • Xxx Xxxxxx If the Customer requests any on-site or on-site maintenance service (except for any error/problem caused by the Company’s system, equipment/accessories), the Company shall charge a service fee of HK$400 or such amount as determined by the Company at its sole discretion.

  • Xxxx Xxxxxx Purchase Order and Sales Contact Email 2 2 Purchase Order and Sales Contact Phone 2 3 Company Website 4 Entity D/B/A's and Assumed Names 5 Primary Address 2 6 Primary Address City 7 Primary Address State 2 8 Primary Address Zip 9 Search Words Identifying Vendor Certification of Vendor Residency (Required by the State of Texas)

  • Xxxx Xxxxxxx Purchase Order and Sales Contact Email 2 Purchase Order and Sales Contact Phone 2 3 Company Website 4 Entity D/B/A's and Assumed Names 5 Primary Address 2 Primary Address City 7 Primary Address State 2 8 Primary Address Zip 9 Search Words Identifying Vendor Certification of Vendor Residency (Required by the State of Texas)

  • Xxxxxx Xxxxxx Xxxx Xx Day, 3rd Monday in January;

  • Xxx Xxxxxxx If the Parties do not agree on an Adjudicator the Adjudicator will be appointed by the Arbitration Foundation of Southern Africa (AFSA).

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