Transfer of the International Business Sample Clauses

Transfer of the International Business. (a) At or prior to the Closing, the Company shall cause the Company Bank to transfer, assign, convey and deliver to the Company, and the Company shall acquire from the Company Bank, all of the business and operations of the Company Bank conducted as part of the "International Operations" of the Company Bank as 42 described in the draft "Management's Discussion and Analysis of Financial Condition and Results of Operations" attached to Section 5.10 of the Disclosure Schedule (such business and operations being referred to herein as the "International Business"), and all right, title and interest of the Company Bank as of the Closing Date in and to the assets, rights, properties, claims and contracts in respect of the International Business as of the close of business on the Closing Date, including without limitation the Transferred Assets (provided that for purposes of determining compliance with this covenant for purposes of satisfaction of the condition to closing set forth on Section 6.2(b) (and not for any other purpose, including without limitation under clause (c) of Section 8.1), such compliance shall be determined solely with reference to the Transferred Assets).
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Related to Transfer of the International Business

  • Personal Business Users may not use the Fitness Center premises for personal business without prior written approval by an authorized representative of the Fitness Center, which approval may be withheld in the Fitness Center’s sole and absolute discretion.

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  • Personal Business Leave Unit members shall receive a total of three (3) work days per year with no loss in salary that may be used for personal business. Unit members employed on or after February 1 shall receive one (1) work day of personal business leave. Effective July 1, 2006, unused personal business leave days may be accumulated up to no greater than five (5) days. On July 1 of each year any personal business days in excess of five (5) will be converted to sick leave days. Personal business leave may be requested, with at least three (3) work days advance notice, through the appropriate principal or department head who shall not require a reason for the leave. If, however, an unforeseen circumstance requires the member’s absence which could not be approved three days in advance, the reason for the absence shall be stated and the principal or department head may, at his/her discretion, approve the absence as a day of personal business leave. Personal business leave may be denied when, in the judgment of the principal or supervisor, the member’s absence would impair the educational process. Personal business leave shall not be taken immediately before or immediately after a holiday or weekday when school is closed on the master calendar, or on an in-service day for teachers, or at the beginning (first five scheduled work days) or the end of the school year (last five scheduled work days). If, however, a circumstance requires the member’s absence on one or more of the foregoing days, the member may request use of personal business leave through the principal. The principal or supervisor may, at his/her discretion, approve the absence as a day of personal business leave. In normal circumstances a member shall not use more than three (3) consecutive personal business days at one time. Exceptions to the foregoing restrictions on days to be used for personal business leave may be made by the Assistant Superintendent of Human Resources for circumstances which require the member’s absence on these days.

  • Restrictions on Business Activities There is no agreement, commitment, judgment, injunction, order or decree binding upon Company or its subsidiaries or to which Company or any of its subsidiaries is a party which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Company or any of its subsidiaries, any acquisition of property by Company or any of its subsidiaries or the conduct of business by Company or any of its subsidiaries as currently conducted.

  • Principal Business Office The principal business office of the Company shall be located at 20000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 or such other location as may hereafter be determined by the Member.

  • Personal Business Days Employees may use of to three (3) personal business days, one of which may be an undeclared personal business day, which will be deducted from the employee's sick bank. A. The following statements will act as guidelines for the local administrator in giving approval to the applicant for personal business days. B. A personal business day can be granted, but is not mandatory when there is: (1) A religious holiday not identified in the Agreement. (2) An appointment at a Federal, State or Local Government office after normal channels have been exhausted. (3) An involvement in a court of law. (4) A convocation or honors assembly involving a member of the immediate family. (5) An appointment to arrange a final settlement or financing the purchase of a home. (6) A need for being involved in moving from one home to another. (7) A need to leave early to attend a conference or convention to which he/she is a delegate. (8) An involvement in a wedding of a member of the immediate family. (9) A desire to attend a funeral when it is not covered under the sick leave policy. (10) A desire to be with a person who is ill and which is not covered under the sick leave policy. The above is not an exhaustive list and items may be added during the school year by the consent of both parties. C. When there is a request for personal business day or days as indicated in Article XII, 7.B, the administrator may charge a portion of the personal business against sick leave with the remaining portion being assumed by the applicant with loss of pay. D. Personal business days cannot be used for time immediately before or after an established holiday for additional vacation. E. The administrator may, in unusual circumstances, grant personal business time to a person when the applicant's request is not specifically covered by the listing. The administrator, using his best judgment will take into consideration such items as length of service, attendance, involvement in school's activities and other factors which are pertinent to the case. F. Personal business days shall be requested at least one week in advance, except in cases of emergency. Approval must be received before the employee takes the time off. G. Requests shall be made through the Department of Maintenance and Custodial Operations.

  • Transfer of the Shares Prior to the termination of this ---------------------- Agreement, except as otherwise provided herein, the Shareholder shall not: (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to the Shares; (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Shareholder's obligations hereunder or the transactions contemplated hereby.

  • Where the Academy Trust acquires assets for a nil consideration or at an under value it shall be treated for the purpose of this Agreement as having incurred expenditure equal to the market value of those assets at the time that they were acquired. This provision shall not apply to assets transferred to the Academy Trust at nil or nominal consideration and which were previously used for the purposes of an Academy and/or were transferred from an LA, the value of which assets shall be disregarded.

  • Transfer of Business Where a transfer of business occurs, an Employee who worked with the old employer and who continues in the service of the new employer will be entitled to count her/his service with the old employer as service with the new employer for the purposes of this clause.

  • Raising of the Capital in Connection with the Initial Business Combination If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

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