Company Actions definition
Examples of Company Actions in a sentence
For purposes of this Agreement, the intention of the Parties is that the Administrator shall perform the Services required under this Agreement in such a manner so as to minimize, to the maximum extent reasonably practicable in the context of the particular Service, the involvement of the Company and its Affiliates in the Services, subject to (i) the Seller, Parent and their Affiliates’ obligations under the Transition Services Agreement and (ii) the Company’s obligations with respect to Company Actions.
There are no Company Actions (as defined in Section 1(m)) that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus that are not so described; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.
Nothing in this Agreement is to be deemed to give the Company the right to take any action or engage in any omission with respect to the Executive (including Company Actions as defined in Section 2.4) at any time when any such action or omission is not permissible and proper under the Employment Agreement if then in force.
The Parties hereby agree that, notwithstanding anything to the contrary herein, the Company or its Affiliates shall, for the term of this Agreement, retain exclusive authority and responsibility to perform Legally Required Company Actions.
The Administrator shall not be deemed to be in breach of this Agreement as a result of any failure to perform, or inadequacy in the performance of, Services hereunder to the extent the performance of such Services is reasonably dependent upon Company Actions or the performance by Seller, Parent and their Affiliates of their obligations under the Transaction Agreements that have not been performed.
The Company shall not be deemed to be in breach of this Agreement as a result of any failure to perform, or inadequacy in the performance of, Company Actions hereunder to the extent the performance of such Company Actions is reasonably dependent upon Services or the performance by Administrator or its Affiliates of their obligations under the Transaction Agreements that have not been performed.
The Administrator shall give the Company timely notice of any Legally Required Company Actions which relate principally to the Administered Business, including, without limitation, filings with insurance regulators and other Governmental Authorities.
Notwithstanding anything in this Section 7.3(e)(ii), neither CCI’s acceptance nor rejection of CMOF’s offer to negotiate pursuant to this Section 7.3(e)(ii) shall have any bearing on CCI’s right to terminate this Agreement pursuant to Section 9.1(d)(ii) (Adverse Recommendation Change/Other Company Actions) herein.
Company Actions ..................................................
Section 2.1. The Offer 12 Section 2.2. Company Actions 15 Section 2.3. Top-Up Option 16 Section 2.4. The Merger 18 Section 2.5. Closing 18 Section 2.6. Effective Time 18 Section 2.7. Articles of Incorporation and By-Laws of the Surviving Corporation 19 Section 2.8. Directors and Officers of the Surviving Corporation 19 Section 2.9. Additional Actions 19 Section 2.10.