Clearance Condition definition

Clearance Condition has the meaning given in clause 8.1(c);
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Clearance Condition means the condition precedent to Completion set out in paragraph 1 of Part 3 of Schedule 4; “Code” means the United States Internal Revenue Code of 1986;
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Clearance Condition means the condition precedent to Completion set out in paragraph 1 of Part 3 of Schedule 4;
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Examples of Clearance Condition in a sentence

  • Because the Bidder may only be able to secure “provisional” merger clearance from the KFTC before consummating the cash tender offer transaction, the Bidder’s securing such “provisional” KFTC clearance shall be deemed to fully satisfy the Antitrust Clearance Condition in Section 12.2 of this Offer Document.

  • If at the end of the Acceptance Period all of the Offer Conditions, other than the Antitrust Clearance Condition, have been satisfied or previously effectively waived, there will be an Additional Acceptance Period of two (2) weeks starting with the publication of the Offer results of the Acceptance Period, during which Bidder will offer to acquire all remaining QIAGEN Shares in accordance with the German Takeover Act.

  • Instead, QIAGEN has undertaken to duly call and give notice of, on the first (1st) BCA Business Day following the satisfaction of the Antitrust Clearance Condition or such later date as Thermo Fisher requests, an extraordinary general meeting of QIAGEN (the “Subsequent EGM”) to be held at such date after the Settlement as requested by Thermo Fisher in consultation with QIAGEN.

  • QIAGEN Shareholders will not have withdrawal rights for the forty-five (45)-calendar day period following the end of the Acceptance Period, even if the Antitrust Clearance Condition has not yet been satisfied or previously effectively waived and, therefore, the Bidder has not yet become obligated to pay the Offer Price.

  • The parties acknowledge and agree that the European Commission may determine that it is necessary for further divestments of assets or shares directly or indirectly controlled by Seller to be transferred to Purchaser for the BCA Clearance Condition to be satisfied (each a "Further Divestment", together the "Further Divestments").

  • The Settlement will occur without undue delay following, but in any event within seven (7) German Business Days following, the later of the end of the Additional Acceptance Period or the satisfaction of the Antitrust Clearance Condition, if the Antitrust Clearance Condition has not been previously effectively waived by the Bidder.

  • At the Second Closing, the Company shall deliver to the Purchaser a single stock certificate, registered in the name of the Purchaser, representing the Second Closing Shares; provided, however, that if the HSR Clearance Condition is not met by the HSR Outside Date, the Company shall (at the election of the Purchaser delivered to the Company in writing) pay to the Purchaser the Make-Whole HSR Cash Payment on the first business day immediately following such date.

  • The Clearstream Settlement Agent will have the Offer Price for the Tendered Clearstream Shares transferred via Clearstream to the relevant Custodian Bank without undue delay, but no later than seven (7) German Business Days following, the later of the end of the Additional Acceptance Period and the satisfaction of the Antitrust Clearance Condition if the Antitrust Clearance Condition has not been previously effectively waived by the Bidder.

  • QIAGEN Shareholders will not have withdrawal rights for the forty-five (45)-calendar day period following the end of the Acceptance Period, even if the Antitrust Clearance Condition (as defined in Section 12.2) has not yet been satisfied or previously effectively waived and, therefore, the Bidder has not yet become obligated to pay the Offer Price.

  • As per the Offer Document, the payment of the Offer Price in exchange for QIAGEN Shares validly tendered and not properly withdrawn will be made without undue delay following, and in any event within seven Banking Days following, the later of the end of the Additional Acceptance Period or the satisfaction of the Antitrust Clearance Condition, if the Antitrust Clearance Condition has not been previously effectively waived by the Bidder.


More Definitions of Clearance Condition

Clearance Condition has the meaning given in clause 8.1(c); Straddle Period has the meaning given in clause 12.8; Subsidiary means any person directly or indirectly Controlled by another person; Surviving Provisions means clauses 1 (Definitions and Interpretation), 21 (Announcements, Confidentiality), 23 (Notices, Agent for Service of Process), 25 (Miscellaneous), 26 (Invalidity) and 27 (Governing Law, Jurisdiction); Target Companies has the meaning given in Schedule 1; Target Helium Inventory has the meaning given in clause 4.1; Target Working Capital has the meaning given in clause 4.1; Tax means any form of taxation, levy, duty, charge, tariff, impost, fee, deduction, or withholding (including in all cases advance payments of the same) imposed by any Governmental Entity (the "Tax Authority") in any jurisdiction by reference to income, gains, profits, (input and output) value added, exchange, loans, excise, customs, stamp, transfer, property, capital, use, real estate, sales, payroll, employment, ad valorem, franchise, license, freight, conveyance (including transfer conveyance of real property), documentary, capital gains, gross income and gross receipts (including ICMS, PIS and COFINS under Brazilian laws), in each case together with any related fine, penalty, surcharge interest, or other kind of addition thereon imposed by any Tax Authority, and in each case irrespective of whether owed as a primary liability or as a secondary liability, but, in each case, excluding the re-ductions of loss carry-forwards, interest carry-forwards and/or deferred Taxes and deferred Tax assets defined as such under the accounting principles and methodology set out in Schedule 4; Tax Authority has the meaning given in the definition of Tax under clause 1.1; Tax Claim means a claim by Purchaser for a payment to be made by Sellers to Purchaser pursuant to clause 6.5 or clause 12; Tax Claim Notice has the meaning given in clause 12.2(b); Tax De Minimis Amount has the meaning given in Schedule 8; Tax Group means those companies treated for the purposes of determining the amount of or liability for or relief from any Tax as being members of the same group of companies or fiscal unity; Tax Liability means:
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Related to Clearance Condition

  • Licence Conditions means the licence terms and conditions contained in this document, as amended from time to time in accordance with this agreement.

  • Acceptance Condition means the acceptance condition to any Offer;

  • Performance Condition means a condition related to performance which is specified by the Committee under Rule 4.1 (Terms of grant);

  • Unsafe condition as used in this clause means the actual or potential exposure of contractor or Government employees to a hazardous material as defined in Federal Standard No. 313, and any revisions thereto during the term of this contract, or any other material or working condition designated by the Contracting Officer's Technical Representative (COTR) as potentially hazardous and requiring safety controls.

  • Performance Conditions means specific levels of performance of the Company (and/or one or more members of the Company Group, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis, including, without limitation, the following measures: (i) net earnings, net income (before or after taxes), or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be but are not required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations, or other corporate transactions or capital-raising transactions, expansions of specific business operations, and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage, year-end cash position or book value; (xxvii) strategic objectives; (xxviii) gross or net authorizations; (xxix) backlog; or (xxx) any combination of the foregoing. Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the Company and/or one or more members of the Company Group or any combination thereof, as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.

  • Trading Price Condition shall have the meaning specified in Section 14.01(b)(i).

  • Release Condition means the following:

  • Release Conditions mean the following conditions: (i) Company has received the Executive’s executed Release and (ii) any rescission period applicable to the Executive’s executed Release has expired.

  • Hazardous Substance Condition means the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the Premises.

  • Escrow Release Conditions has the meaning set forth in the Escrow Agreement.

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Mental health condition means a condition defined to be

  • Acute condition means a disease, illness or injury that is likely to respond quickly to treatment which aims to return the person to his or her state of health immediately before suffering the disease/ illness/ injury which leads to full recovery.

  • Condition Satisfaction Date shall have the meaning set forth in Section 7.2.

  • Obstetric condition means a condition that is listed under Group T4 (Obstetrics) in the Medicare Benefits Schedule.

  • Delivery Condition has the meaning set forth in Section 2.2(a).

  • these Conditions means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;

  • Qualifying condition means a condition described in Section 26-61a-104.

  • Minimum Condition has the meaning set forth in Annex I.

  • Payment Condition at any time of determination with respect to any Specified Transaction, that the following conditions are all satisfied: (x) (1) 30-Day Specified Excess Availability (divided by Availability as of such time of determination and expressed as a percentage) and (2) the Specified Availability on the date of such Specified Transaction (divided by Availability as of such time of determination and expressed as a percentage), in each case exceed the applicable Availability Percentage (as defined below), (y) unless the Fixed Charge Condition (as defined below) is satisfied (to the extent applicable), the Parent Borrower shall be in Pro Forma Compliance with a minimum Consolidated Fixed Charge Coverage Ratio of at least 1.00:1.00 and (z) if reasonably requested by the Administrative Agent, the Borrower Representative shall have delivered to the Administrative Agent (i) a copy of calculations required by preceding clause (y) in reasonable detail and (ii) a calculation of Specified Unrestricted Cash. As used herein, the following terms shall have the following meanings: (i) “Availability Percentage” shall mean (a) in respect of any Restricted Payment pursuant to Subsection 8.3(k), 12.5%; (b) in respect of (A) any investment or acquisition permitted pursuant to clause (u) of the definition of “Permitted Investments” or (B) clause (c)(i) of the definition of “Permitted Acquisitions,” 10.0%; (c) in respect of any payment, repurchase or redemption pursuant to Subsection 8.6(a), 12.5%; (d) in respect of any merger, consolidation, amalgamation or asset sale pursuant to Subsection 8.2(a) or 8.2(b), 10.0%; and (e) in respect of any Asset Sale that would otherwise have to comply with Subsection 8.5, 10.0%; and (ii) “Fixed Charge Condition” shall mean 30-Day Specified Excess Availability (divided by Availability as of such time of determination and expressed as a percentage) exceeds: (a) in respect of any Restricted Payment pursuant to Subsection 8.3(k), 17.5%; (b) in respect of any acquisition permitted pursuant to clause (c)(i) of the definition of “Permitted Acquisitions”, 15.0%; (c) in respect of any investment permitted pursuant to clause (u) of the definition of “Permitted Investments”, 15.0%; (d) in respect of any payment, repurchase or redemption pursuant to Subsection 8.6(a), 15.0%; and (e) in respect of (A) any merger, consolidation, amalgamation or asset sale pursuant to Subsection 8.2(a) or 8.2(b) or (B) any Asset Sale that would otherwise have to comply with Subsection 8.5, 15.0%.

  • Eligibility Conditions means the eligibility conditions specified in the Act and the Rules including all the eligibility conditions listed in Clause [5] of the Tender Document.

  • Abnormal Market Conditions means conditions contrary to Normal Markets Conditions e.g. when there is low liquidity in the market or rapid price movements in the market or Price Gaps.

  • Qualifying medical condition means seizure disorder,

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

  • Review Satisfaction Date means, with respect to any Asset Review, the first date on which (a) the Delinquency Percentage for any Payment Date exceeds the Delinquency Trigger and (b) a Noteholder Direction with respect to such Asset Review has occurred.

  • performance requirement means a requirement that: