Specified Efforts definition

Specified Efforts means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such a result is achieved as expeditiously as possible; provided, however, that in no event shall “Specified Efforts” require a party to undertake extraordinary or unreasonable measures, including, the initiation or prosecution of legal proceedings.
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Specified Efforts means all efforts that an acquiring or selling entity (as the case may be) in an acquisition such as the one contemplated herein would make if using best efforts to avoid the entry of such an Order, including the devotion of all required management time and the engagement and payment of its Representatives to assist in such efforts but otherwise excluding the payment of any sum material to Parent's acquisition of the Company to avoid the entry of such Order.
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Specified Efforts means, [ * ].
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Examples of Specified Efforts in a sentence

  • Without prejudice to the obligations of the parties to undertake Specified Efforts, there shall not have been instituted and continuing or pending any action or proceeding by any Governmental Entity of competent jurisdiction in the United States or the European Union seeking to make the Merger illegal or otherwise prohibiting consummation of the Merger.

  • Each of Parent and Company shall use their Specified Efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement.

  • Subject to the terms and conditions of this Agreement, each of Company and Parent agree to cooperate fully with each other and to use Specified Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, at the time and in the manner contemplated by this Agreement, the Merger and the Bank Merger.

  • To the extent that any Losses that are subject to indemnification pursuant to this Article IX are covered by general liability insurance coverage or such a policy or other coverage paid for by Company, Parent shall use Specified Efforts to obtain the maximum recovery under such insurance coverage or policy.

  • The filter glass is to be handled by the edges and with powder-free gloves.

  • The Seller shall prepare and maintain, shall cause its Affiliates (if applicable) to prepare and maintain, and use Specified Efforts to include in any future Out-License a provision requiring each Licensee to prepare and maintain, reasonably complete and accurate records of the information to be disclosed in each Update Report and to disclose such information to Seller to enable the disclosures of such information in each Update Report, as contemplated herein.

  • Costs related to facility closures and relocations for all years presented consisted primarily of asset write-downs and employee termination and benefit costs incurred in connection with facilities closed in prior years.

  • The Seller shall use Specified Efforts to cure any material breaches by it under any material Out- License and shall give written notice to the Buyer upon curing any such breach.

Related to Specified Efforts

  • Specified Exchange means the Australian Stock Exchange, the Johannesburg Stock Exchange, the London Stock Exchange Main Market, the Nasdaq Stock Market, the New York Stock Exchange, or the Hong Kong Stock Exchange;

  • Repeat compliance period means any subsequent compliance period after the initial compliance period.

  • Specified Exchange Date means the first business day of the month that is at least 60 business days after the receipt by the General Partner of the Notice of Exchange.

  • major non-compliance outcome notification means a notification received by a council under section 19N(3) or (4) of the Food Act 1984, or advice given to council by an authorized officer under that Act, of a deficiency that does not pose an immediate serious threat to public health but may do so if no remedial action is taken

  • Specified Equipment means the railway vehicles which the Train Operator is entitled to use in the provision of Services on the Network, as specified in paragraph 4 of Schedule 5;

  • Specified Employees has the meaning set forth in Section 8.6.

  • Initial compliance period means the three-year compliance period that begins January 1, 1993, except for the MCLs for dichloromethane, 1,2,4-trichlorobenzene, 1,1,2-trichloroethane, benzo(a)pyrene, dalapon, di(2-ethylhexyl)adipate, di(2-ethyl- hexyl)phthalate, dinoseb, diquat, endothall, endrin, glyphosate, hexachlorobenzene, hexachlorocyclopentadiene, oxamyl, picloram, simazine, 2,3,7,8-TCDD, antimony, beryllium, cyanide, nickel, and thallium, as they apply to a supplier whose system has fewer than 150 service connections, for which it means the three-year compliance period that began on January 1, 1996.

  • Specified Transactions means (a) any Specified Disposition, (b) any Permitted Acquisition and (c) the Transactions.

  • Specified Equity Contribution means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.

  • Applicable Pricing Level means, (a) for the Initial Pricing Period, Pricing Level II, and (b) thereafter, the pricing level set forth below opposite the Debt Rating achieved by Borrower as of the first day of that Pricing Period: I Greater than or equal to Aa3 / AA- II Less than Aa3 / AA- but greater than or equal to A1/A+ III Less than A1/A+ but greater than or equal to A2/A IV Less than A2/A but greater than or equal to A3/A- V Less than A3/A- provided that in the event that the then prevailing Debt Ratings are “split ratings”, Borrower will receive the benefit of the higher Debt Rating, unless the split is a “double split rating” (in which case the pricing level applicable to the middle Debt Rating will apply) or a “triple split rating” (in which case the pricing level applicable to the Debt Rating above the Debt Rating applicable to the lowest pricing level will apply). For purposes hereof, a Debt Rating is only a “split rating” if the Debt Rating applies to a different pricing level.

  • Applicable codes means uniform building, fire, electrical,

  • Modified EDFR means a reference rate equal to the EDFR plus the EDFR Spread;

  • Specified Entity has the meaning specified in the Schedule.

  • Applicable Period See Section 2(b) hereof.

  • Additional Disruption Event means any of Change in Law, Hedging Disruption and/or Increased Cost of Hedging.

  • Applicable Pricing Grid means the table set forth on Schedule 1.1C.

  • Applicable Recovery Period means the three completed fiscal years immediately preceding the Restatement Date for a Financial Restatement. In addition, in the event the Company has changed its fiscal year: (i) any transition period of less than nine months occurring within or immediately following such three completed fiscal years shall also be part of such Applicable Recovery Period and (ii) any transition period of nine to 12 months will be deemed to be a completed fiscal year.

  • Applicable ABR Margin means, at any date:

  • Specified US Person means (i) a US citizen or resident individual, (ii) a partnership or

  • Specified Event has the meaning given to such term in the definition of “Consolidated EBITDA.”

  • Specified Rating means, for the Class A(2018-1) Notes, Aaa(sf) with respect to Xxxxx’x, AAA(sf) with respect to Standard & Poor’s and AAAsf with respect to Fitch.

  • Senior Specified Enhancement Percentage As of any date of determination, 38.00%.

  • Additional Day-ahead Scheduling Reserves Requirement means the portion of the Day- ahead Scheduling Reserves Requirement that is required in addition to the Base Day-ahead Scheduling Reserves Requirement to ensure adequate resources are procured to meet real-time load and operational needs, as specified in the PJM Manuals.

  • Scheduled Construction Period means the period commencing from the Appointed Date and ending on Scheduled Completion Date;

  • Specified Transaction will have the meaning specified in Section 14 of this Agreement.

  • Default under Specified Transaction provisions of Section 5(a)(v) will not apply to Party A and will not apply to Party B.