Specific Matters. Notwithstanding anything contained in this Section 13.4:
(i) Any Property Taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If any Property Taxes due and payable during the year of Closing have not been paid before Closing, Landmark shall be charged at Closing an amount equal to that portion of such Property Taxes which relates to the period before Closing, and OpCo shall pay, or cause to be paid, such Property Taxes prior to their becoming delinquent. Any such apportionment made with respect to a Property Tax year for which the Property Tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the Property Tax rate or assessed valuation fixed. To the extent that the actual Property Taxes for the current year differ from the amount apportioned at Closing, the Parties shall make all necessary adjustments by appropriate payments between themselves within thirty 30 days after such amounts are determined following Closing, subject to the provisions of Section 13.4(c) below. OpCo shall pay all supplemental Property Tax resulting from the change in ownership and reassessment, if any, occurring as the result of the Closing pursuant to this Agreement;
(ii) Charges referred to in clause (i) above that are payable by any third party (as opposed to Landmark or OpCo) shall not be apportioned hereunder, and OpCo shall look solely to the third party responsible therefor for the payment of such charges. If Landmark shall have paid any of such charges on behalf of any third party to which it is entitled to reimbursement, and shall not have been reimbursed therefor by the time of Closing, OpCo shall credit to Landmark an amount equal to all such charges so paid by Landmark;
(iii) Unpaid and delinquent Rents and A/R collected by Landmark or OpCo, as the case may be, after the date of Closing shall be delivered as follows: (1) if Landmark collects any unpaid or delinquent Rents and A/R for the Assets, Landmark shall, within 15 days after the receipt thereof, deliver to OpCo any such Rents and A/R which OpCo is entitled to hereunder relating to the date of Closing and any period thereafter, and (2) if OpCo collects any unpaid or delinquent Rents and A/R, OpCo shall, within 15 days after the receipt thereof, deliver to Landmark any such Rents and A/R which Landmark is entitled to hereunder relating to the period prior to the date of Closing. The Parties agree that (i) all Rents and A/R received by either Party ...
Specific Matters. The description of specific matters hereinafter stated are in every respect subject to the prior approval of Owner as part of its approval of the Annual Plan.
Specific Matters. In addition, and without limiting the generality of Section 5.1(a), except (A) as set forth on Section 5.1(b) of the Company Disclosure Schedule or otherwise expressly permitted or expressly contemplated by this Agreement, including but not limited to actions included in the Company Stockholder Approval; (B) as required by applicable Law; or (C) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, the Company shall not, and shall not permit any of the Company Subsidiaries to, do any of the following:
(i) (A) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, shares or property or any combination thereof) in respect of, any of its shares, other equity interests or voting securities (or any other Capital Stock), other than dividends and distributions by a direct or indirect wholly owned Subsidiary of the Company to the Company or another direct or indirect wholly owned Company Subsidiary; (B) split, combine, subdivide or reclassify any of its shares of Capital Stock, or securities convertible into or exchangeable or exercisable for its Capital Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its Capital Stock, or (C) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any shares of its or its Affiliates’ Capital Stock or any securities convertible into or exchangeable or exercisable for shares of Capital Stock of the Company or any Company Subsidiary, except for acquisitions, or deemed acquisitions, of Company Common Stock effected in connection with (1) the net-exercise payment of the exercise price of the Company Stock Options or the Company Warrants, (2) required tax withholding in connection with the exercise, vesting or settlement of the Company Equity Awards, (3) forfeitures of the Company Equity Awards, and (4) repurchases of Company Common Stock held by its employees that are subject to a repurchase right in favor of the Company upon termination of employment;
(ii) issue, deliver, sell, grant, pledge or otherwise encumber or subject to any Lien (other than Permitted Liens) any shares of Capital Stock of the Company or any Company Subsidiary, including without limitation granting any new awards, or amending or modifying the terms of any outstanding awards, under the Company Incentive Award Plan and/or take any action t...
Specific Matters. In addition, and without limiting the generality of Section 5.2(a), except (A) as set forth on Section 5.2(b) of the Sun Disclosure Schedule or otherwise expressly permitted or expressly contemplated by this Agreement, including but not limited to the actions included in the Sun Shareholder Approval; (B) as required by applicable Law; or (C) with the prior written consent of Ironman (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, Sun shall not, and shall not permit any of the Sun Subsidiaries to, do any of the following:
(i) (A) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property or any combination thereof) in respect of, any of its capital stock, other equity interests or voting securities (or any other Capital Stock), other than dividends and distributions by a direct or indirect wholly owned Subsidiary of Sun to Sun or another direct or indirect wholly owned Sun Subsidiary; (B) split, combine, subdivide or reclassify any of its Capital Stock or securities convertible into or exchangeable or exercisable for its Capital Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its Capital Stock, or (C) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any shares of its or its Affiliates’ Capital Stock or any securities convertible into or exchangeable or exercisable for shares of Capital Stock of Sun or its Affiliates, except for acquisitions, or deemed acquisitions, of Sun Ordinary Shares effected in connection with (1) the net-exercise payment of the exercise price of Sun Options; (2) required tax withholding in connection with the exercise, vesting or settlement of Sun Equity Awards; (3) forfeitures of Sun Equity Awards; (4) repurchases of Sun Ordinary Shares held by its employees that are subject to a repurchase right in favor of Sun upon termination of employment; and (5) the exercise of rights under, or redemption of, the Sun Rights Plan;
(ii) except, as applicable, for or with respect to new grants of Sun Equity Awards consisting only of time-based vesting Sun Equity Awards that are granted pursuant to the Sun Equity Plans in the ordinary course of business consistent with past practice, provided that the aggregate number of Sun Ordinary Shares subject to such Sun Equity Awards granted following the date of this Agreement not exceed 1.5% of ...
Specific Matters. From the date hereof until the Closing Date, except as may be approved by the Buyer in writing or as otherwise expressly provided in this Agreement, the Shareholders shall cause the Company and each Subsidiary to:
(a) Operate the Business only in the ordinary course and in a manner consistent with past practices of the Company or such Subsidiary;
(b) Not issue, repurchase or redeem or commit to issue, repurchase or redeem, any shares of its capital stock, any options, or other rights to acquire such stock, or any securities convertible into or exchangeable for such stock;
(c) Not declare or pay any dividend on, or make any other distribution with respect to, the capital stock;
(d) Not (i) incur any amount of long or short term debt for money borrowed (other than borrowings in the ordinary course of business under the Company's revolving credit line with Comerica Bank as in existence on the date hereof); (ii) guarantee or agree to guarantee the obligations of others; (iii) indemnify or agree to indemnify others; (iv) incur any Liabilities other than those incurred in the ordinary course of the Business consistent with past practice; (v) borrow any funds under any debt agreements that would require the payment of a penalty or premium in order to repay the debt at Closing; or (vi) convert the obligations with respect to the Variable Rate Demand Limited Obligation Revenue Bonds, Series 1995 from a variable rate to a fixed rate;
(e) Keep in full force and effect insurance covering the Company, any Subsidiary, the Assets and the Business comparable in amount and scope of coverage to that now maintained;
(f) Use reasonable efforts to retain the Company's and each Subsidiary's employees and maintain the Business so that such employees will remain available to the Company and each Subsidiary on and after the Closing Date (other than those associated with the Wiper Business, all of whom are being employed as of the Closing by the buyer under the Asset Purchase Agreement) and to maintain relationships with suppliers, customers and others having dealings with the Company or any Subsidiary and otherwise to preserve the goodwill of the Business so that such relationships and goodwill will be preserved on and after the Closing Date;
(g) Not amend its Articles of Incorporation or Bylaws;
(h) Not merge with or into any other corporation or sell, assign, transfer, pledge or encumber any part of the Assets (except for sales from inventory in the ordinary course of business),...
Specific Matters. You and the Council must complete this part of the agreement before you sign the agreement. It sets out matters that are specific to your agreement for the premises. By signing this agreement you are agreeing that you have been made aware of the matters described in this part and that, where relevant, you agree to take responsibility for those matters. You should not sign the agreement unless you understand this part and, if necessary, you should take legal advice.
Specific Matters. The conditions set out in the table that follows, constitute consent under the relevant condition only in respect of the matters stated. If you require the Council’s consent for any other matter, you must request it separately from the Council.
Specific Matters. (i) As long as the GPA Éxito Holders hold more than 10 % of the share capital and voting rights of Éxito, CGP and GPA shall, prior to any Board of Directors’ meeting or Éxito Shareholders’ Meeting where a Specific Matter will be discussed and/or voted upon, consult and confer with each other in view of determining the Casino Group’s position.
(ii) Should such consultations reveal a difference between CGP’s and GPA’s position with respect to the Specific Matter being considered, the matter will be submitted to the Chief Executive Officers of CGP and GPA for final determination of the Casino Group’s position ahead of the corresponding Board of Directors’ meeting or Éxito Shareholders’ Meeting.
(iii) Once the aforementioned determination of the Casino Group position is made, if need be as a result of the escalation to the two Chief Executive Officers, the Parties shall make their reasonable efforts so that their appointee directors vote, and shall cause their representative in the corresponding Éxito Shareholders’ Meeting to vote, as applicable, in a manner consistent with such Casino Group position according to the undertakings abovementioned in Article 2.1.4.
Specific Matters. Parent represents and warrants that, as of the Closing Date, there is no liability to the Company or Parent regarding any of the following matters:
(a) any matter relating to any creditor or successor in interest who trades under the name of Themis or similar related name;
(b) any matter relating to any creditor or successor in interest who trades under the name of NewChip or similar related name;
(c) any matter relating to any creditor or successor in interest who trades under the name of GKLZ or similar related name;
(d) any matter relating to any creditor or successor in interest who trades under the name of Portellis or similar related name; or
(e) any matter relating to any creditor or successor in interest who trades under the name of Transcom or similar related name.
Specific Matters. The following exceptions to the general voting rules described in Art. 5.1 shall apply:
(i) all Parties undertake to always vote with all Pool Shares for a motion of the Board (or for a motion of a Party, respectively) regarding the conversion of Class B Shares in Class A Shares;
(ii) regarding any motions on elections or de-selections, respectively, of a Member of the Extended Founder Team, if a Pool Meeting has resolved with a Simple Majority to elect or de-select such Member of the Extended Founder Team, the Parties shall vote at the Shareholders’ Meeting with all Pool Shares on such matter in accordance with the resolutions of the Pool Meeting, however, if no Simple Majority has been reached in the preceding Pool Meeting, the Parties shall be free to vote their Pool Shares at the Shareholders’ Meeting. It being understood, however, that the Parties shall always vote for the election of a Founder as a Board Member in accordance with Art. 6.2.
