Notwithstanding Section 6. 4.1, prior to the receipt of the Shareholder Approval, the Company Board, directly or indirectly through any Company Representative, may, subject to Section 6.4.3 (i) participate in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide, unsolicited Takeover Proposal in writing that the Company Board believes in good faith, after consultation with outside legal counsel and an independent financial advisor, constitutes or would reasonably be expected to result in a Superior Proposal, (ii) thereafter furnish to such third party non-public information relating to the Company or any of its Subsidiaries pursuant to an executed confidentiality agreement that contains confidentiality and standstill provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement (a copy of which confidentiality agreement shall be promptly (in all events within 24 hours) provided for informational purposes only to Parent), (iii) following receipt of and on account of a Superior Proposal, make a Company Adverse Recommendation Change, or (iv) take any action that any court of competent jurisdiction orders the Company to take (which order remains unstayed), but in each case referred to in the foregoing clauses (i) through (iv), only if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to cause the Company Board to be in breach of its fiduciary duties under applicable Law. Nothing contained herein shall prevent the Company Board from disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to a Takeover Proposal, if the Company determines, after consultation with outside legal counsel, that failure to disclose such position would constitute a violation of applicable Law.
Notwithstanding Section 6. 3.1, a faculty employee who is unable to comply with the procedure described in Section 6.3.1, due to the unavailability of appropriate personnel to collect and tabulate the student evaluation, shall request the division to provide materials for a self-administered student evaluation. In this circumstance, the Student Evaluation Form, Appendix J2, shall be distributed by the faculty employee, completed in the absence of the faculty employee, and collected by a student registered in the class. The student shall seal the Part A scantrons into one envelope and the Part B responses into a second envelope and sign across the seal of each envelope. At the conclusion of the evaluation, the faculty employee shall pick up the sealed envelopes and return them to the division office or deposit them in a designated student evaluation collection site as soon as practicable. The division office shall acknowledge receipt of the completed student evaluation to the faculty employee. The Division Xxxx or appropriate administrator shall be responsible for tabulating Part A responses and completing and signing Appendix J3. After reviewing the responses, the Xxxx or appropriate administrator shall forward a copy of the objective (scantron) Tally Sheet and the attached Appendix J3 to the faculty employee and send the originals to the personnel file. The original Student Evaluations Forms, including the Part B responses, shall remain sealed in the envelope, retained in the division office, and returned along with the individual student scantrons to the faculty employee after the end of the quarter.
Notwithstanding Section 6. 02(a), the Borrower or any Domestic Restricted Subsidiary may, without equally and ratably securing the Obligations, create or incur Liens which would otherwise be subject to the restrictions set forth in Section 6.02(a) if after giving effect thereto, Aggregate Debt does not exceed an amount equal to the greater of (a) $2,500,000,000,3,750,000,000, and (b) 2.502.75 times Consolidated EBITDA of the Borrower for the Measurement Period immediately preceding the date of the creation or incurrence of the Lien. The Borrower or any Domestic Restricted Subsidiary also may, without equally and ratably securing the Obligations, create or incur Liens that extend, renew, substitute or replace (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Lien permitted pursuant to the preceding sentence.
Notwithstanding Section 6. 6(a), the provisions of this Section 6 shall not apply to the sale of any Selling Stockholder Shares to the public pursuant to a registration statement filed with, and declared effective by, the Commission under the Securities Act.
Notwithstanding Section 6. 2(a), the Buyer and the Seller agree to elect jointly in prescribed form pursuant to section 167 of the Excise Tax Act (Canada) so that no HST is payable by the Buyer in respect of the purchase of the Purchased Assets from the Seller. The Buyer shall file such election within the time prescribed by the Excise Tax Act (Canada).
Notwithstanding Section 6. 6.1, except in the event of termination by a Hosted Exchange on grounds of material breach by the CBOT, which breach is not a result of a material breach by LIFFE of its obligations to the CBOT in respect of the Hosted Exchange, if a Hosted Exchange fails to pay WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS INDICATED BY [**]. Confidential Treatment Requested by CBOT Holdings, Inc. to the CBOT amounts equivalent to the Hosting Fees payable to LIFFE in respect of such Hosted Exchange for the Hosting Transition Period or any portion thereof (the “HTP Fees”), then the CBOT shall
Notwithstanding Section 6. 1.5.1, in response to an unsolicited offer, inquiry or proposal from any Person with respect to an Alternative Transaction, Razorfish (and its directors, officers, agents, representatives, affiliates, stockholders and other persons acting on its behalf) may furnish information to or participate in discussions with such Person if Razorfish's Board of Directors determines after consultation with counsel, that to fail to provide such information and/or participate in discussions with such person would constitute a breach of its fiduciary duties; provided, however, that Razorfish shall, prior to providing such information or participating in such discussions, advise Purchaser that Razorfish will do so.
Notwithstanding Section 6. 2.1.1, If Licensee grants a Sublicense to a pharmaceutical or biotechnology company, which at the time of the grant of such Sublicense, has annual sales of therapeutic products of at least [...***...] US Dollars ([...***...]) and a market cap of at least [...***...], the royalty rate with respect to Sublicensee Net Sales generated under such Sublicense agreement will be [...***...
Notwithstanding Section 6. 1(a), the Borrower and its Restricted Subsidiaries may Incur Permitted Debt.
Notwithstanding Section 6. 4.1, if a third party becomes a Subsidiary during the Restriction Period through merger, acquisition, consolidation or other similar transaction, and such third party, as of the closing date of such transaction, is engaged in the Restricted Business, then Seller and such new Subsidiary shall have [*] from the closing date of such transaction to wind down or Divest the Restricted Business, and such new Subsidiary’s conduct of the Restricted Business during such [*] period shall not be a breach of Seller’s non-competition obligations set forth in Section 6.4.1; provided that such new Subsidiary conducts the Restricted Business during such [*] independently of Seller. For clarity, if Seller and its new Subsidiary wind down but do not Divest the Restricted Business during such [*] period, Seller and its new Subsidiary shall still have the right to Divest the Restricted Business thereafter or to restart the Restricted Business after the end of the Restriction Period, provided that Seller and its new Subsidiary do not restart the Restricted Business at any time during the Restriction Period. For the purposes of this Section 6.4.2, “Divest” means the sale or transfer of rights to the Restricted Business to a third party without Seller or its Affiliates receiving a continuing share of profit, future royalty payments or other economic interest in the subsequent success of such Restricted Business.
