Transaction Planning Sample Clauses

Transaction Planning. 12.5.1 Subject to any limitation pursuant to applicable Antitrust Laws or other Applicable Rules, the Company will, upon reasonable prior written notice and during normal business hours, provide, and will procure that its Subsidiaries and Representatives will provide, the Buyer and its advisors reasonable access to their directors, officers, senior employees, premises, documents and advisors, and all such information and documentation as may reasonably be requested by the Buyer in connection with the Offer and the Transactions. Without limiting the generality of the foregoing, and subject to any limitation pursuant to applicable Antitrust Laws or other Applicable Rules, the Company shall give the Buyer and its advisors access to such information and shall give such presentations, prepare and provide such financial information and forecasts to the extent reasonably requested by the Buyer: (a) to determine, implement and finalise the acquisition and financing structure of the Transactions; (b) to complete any necessary filings and notifications; (c) to allow the Buyer and its Financing arrangers, bookrunners, underwriters and providers to prepare, enter into and satisfy applicable conditions precedent in relation to the necessary Financing and security documentation and to prepare customary syndication materials (including a customary information memorandum) in connection with the Buyer's Financing; (d) to facilitate discussions with actual and prospective arrangers, bookrunners, underwriters, financing providers and credit rating agencies in connection with the Buyer's Financing; (e) to facilitate the repayment by the Buyer or any of its Affiliates of the Group's existing debt financing and the discharge of any related guarantees and security on or about the Settlement Date; (f) for benchmarking and preparation purposes; (g) to facilitate Buyer’s evaluation of whether an Offer Material Adverse Effect or Material Compliance Violation may have occurred; and (h) otherwise to progress the Transactions and Financing. 12.5.2 Notwithstanding anything to the contrary contained herein, neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to: (a) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the...
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Related to Transaction Planning

  • Transition Planning The AGENCY will be responsible for the development of the student’s Transition Plan, which begins upon entry and is completed prior to the student’s exit.

  • Selection Planning Prior to the issuance to consultants of any requests for proposals, the proposed plan for the selection of consultants under the Project shall be furnished to the Association for its review and approval, in accordance with the provisions of paragraph 1 of Appendix 1 to the Consultant Guidelines. Selection of all consultants’ services shall be undertaken in accordance with such selection plan as shall have been approved by the Association, and with the provisions of said paragraph 1.

  • Procurement Planning Prior to the issuance of any invitations to bid for contracts, the proposed procurement plan for the Project shall be furnished to the Association for its review and approval, in accordance with the provisions of paragraph 1 of Appendix 1 to the Guidelines. Procurement of all goods and works shall be undertaken in accordance with such procurement plan as shall have been approved by the Association, and with the provisions of said paragraph 1.

  • Strategic Planning Facilitate the effective alignment of IT requirements/ Information Resource Management (IRM) plans with strategic business plans and program initiatives. Management Improvements: Development and implementation of improved systems and business practices to optimize productivity and service delivery operations (e.g., analysis, and implementation of improvements in the flow of IT work and program processes and tool utilization, including business system analysis, identification of requirements for streamlining, re-engineering, or re-structuring internal systems/business processes for improvement, determination of IT solution alternatives, benchmarking).

  • Financial Planning The Employer will provide, or cause to be provided, continued access, for the remainder of the calendar year in which the Covered Termination occurs or for 60 days (if greater), to the financial planning services available to executive employees at the time of the Covered Termination.

  • Business Continuity Planning Supplier shall prepare and maintain at no additional cost to Buyer a Business Continuity Plan (“BCP”). Upon written request of Buyer, Supplier shall provide a copy of Supplier’s BCP. The BCP shall be designed to ensure that Supplier can continue to provide the goods and/or services in accordance with this Order in the event of a disaster or other BCP-triggering event (as such events are defined in the applicable BCP). Supplier’s BCP shall, at a minimum, provide for: (a) the retention and retrieval of data and files; (b) obtaining resources necessary for recovery, (c) appropriate continuity plans to maintain adequate levels of staffing required to provide the goods and services during a disruptive event; (d) procedures to activate an immediate, orderly response to emergency situations; (e) procedures to address potential disruptions to Supplier’s supply chain; (f) a defined escalation process for notification of Buyer, within two (2) business days, in the event of a BCP-triggering event; and (g) training for key Supplier Personnel who are responsible for monitoring and maintaining Supplier’s continuity plans and records. Supplier shall maintain the BCP and test it at least annually or whenever there are material changes in Supplier’s operations, risks or business practices. Upon Xxxxx’s written and reasonable request, Supplier shall provide Buyer an executive summary of test results and a report of corrective actions (including the timing for implementation) to be taken to remedy any deficiencies identified by such testing. Upon Xxxxx’s request and with reasonable advance notice and conducted in such a manner as not to unduly interfere with Supplier’s operations, Supplier shall give Buyer and its designated agents access to Supplier’s designated representative(s) with detailed functional knowledge of Supplier’s BCP and relevant subject matter.

  • Mergers and Acquisitions The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger, amalgamation or consolidation, or agree to or effect any asset acquisition or stock acquisition, or enter into any LMA Agreement, except: (a) upon prior written notice to the Administrative Agent, the merger or consolidation of one (1) or more of the Operating Subsidiaries of the Borrower with and into the Borrower, or the merger or consolidation of two (2) or more wholly-owned (A) Operating Subsidiaries or (B) License Subsidiaries of the Borrower, so long as in each case the surviving Subsidiary is a Guarantor; (b) after the Revert Date upon prior written notice to the Administrative Agent, the acquisition (whether pursuant to an Asset Swap or otherwise) of stock, or other securities of, or any assets of, any Person, in each case to the extent such acquisition would involve all or substantially all of a radio broadcasting, television broadcasting or publishing business or business unit thereof, provided that: (i) no Default or Event of Default has occurred and is continuing or would result from such acquisition; (ii) not less than five (5) Business Days prior to the consummation of such proposed acquisition, the Borrower shall have delivered to the Administrative Agent a duly executed certificate substantially in the form of Exhibit F hereto, and upon the Administrative Agent’s request, such financial projections as shall be necessary, in the reasonable judgment of the Administrative Agent, to demonstrate that, after giving effect to such acquisition, all covenants contained herein will be satisfied on a Pro Forma Basis and that the Borrower’s ability to satisfy its payment obligations hereunder and under the other Loan Documents will not be impaired in any way; (iii) all actions have been taken to the reasonable satisfaction of the Administrative Agent to provide to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority perfected security interest in all of the assets so acquired (excluding any Excluded Assets) pursuant to the Security Documents, free of all Liens other than Permitted Liens; (iv) in the event of a stock acquisition, the acquired Person shall become a wholly-owned Subsidiary of the Borrower and shall comply with the terms and conditions set forth in §9.15; (v) the board of directors and (if required by applicable law) the shareholders, or the equivalent thereof, of the business to be acquired has approved such acquisition; (vi) all of the Borrower’s and/or its Subsidiaries’ (as the case may be) rights and interests in, to and under each contract and agreement entered into by such Person in connection with such acquisition to the extent permitted have been assigned to the Administrative Agent as security for the irrevocable payment and performance in full of the Obligations, pursuant to Collateral Assignments of Contracts in form and substance reasonably satisfactory to Administrative Agent; (vii) in the case of any acquisition involving domestic radio or television assets, the FCC shall have issued orders approving or consenting to such acquisition; (viii) the Borrower shall have delivered to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that all liens and encumbrances with respect to the properties and assets so acquired, other than Permitted liens, have been discharged in full; (ix) the Borrower shall have delivered to the Administrative Agent (A) evidence satisfactory to the Administrative Agent that the Borrower or such Subsidiary has completed such acquisition in accordance with the terms of the contracts and agreements entered into by such Person in connection with such acquisition, and (B) certified copies of all such documents shall have been delivered to the Administrative Agent; (x) all FCC Licenses acquired in connection with such acquisition shall be transferred immediately upon consummation of such acquisition to a License Subsidiary; (xi) substantially contemporaneously with such acquisition, the Borrower shall have delivered to the Administrative Agent an updated Schedule 8.3(b) and an updated Schedule 8.21 to this Credit Agreement, as applicable, after giving effect to such acquisition.

  • Financial Planning Services The Executive shall receive financial planning services, on an in-kind basis, for a period of eighteen (18) months following the Date of Termination. Such financial planning services shall include expert financial and legal resources to assist the Executive with financial planning needs and shall be limited to (i) current investment portfolio management, (ii) tax planning, (iii) tax return preparation, and (iv) estate planning advice and document preparation (including xxxxx and trusts); provided, however, that the Company shall provide such financial planning services during any taxable year of the Executive only to the extent the cost to the Company for such taxable year does not exceed $25,000. The Company shall provide such financial planning services through a financial planner selected by the Company, and shall pay the fees for such financial planning services. The financial planning services provided during any taxable year of the Executive shall not affect the financial planning services provided in any other taxable year of the Executive. The Executive’s right to financial planning services shall not be subject to liquidation or exchange for any other benefit. Such financial planning services shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv).

  • Discharge Planning If further care at home or in another facility is appropriate following discharge from the Hospital, Blue Shield will work with the Member, the attending Physician and the Hospital discharge planners to determine the most appropriate and cost effective way to provide this care.

  • Project Planning GOVERNMENTAL APPROVALS; ENVIRONMENTAL COMPLIANCE; PUBLIC INFORMATION 30 4.1 Planning and Engineering Activities 30 4.2 Site Conditions 30 4.3 Governmental Approvals 30 4.4 Environmental Compliance 34 4.5 Community Outreach and Public Information 35

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