Action to be Taken Sample Clauses

Action to be Taken. WBC <4.0X10 9/1

Action to be Taken at the Closing. The sale, conveyance, assignment and delivery of the Purchased Assets and the payment of the Purchase Price pursuant to the terms of this Agreement shall take place at the Closing, and, simultaneously, the other transactions contemplated by this Agreement shall take place by the delivery of all of the closing documents set forth in Section 7.3.

Action to be Taken. In the event that a Trade Sale of the Company which values the Company at no less than US$1,200,000,000 is approved in writing by the Preferred Majority and XXXX Xxx (方锐), as long as XXXX Xxx (方锐) serves as a director of the Company), then each Shareholder agrees: (i) if such transaction requires approval of the members of the Company, with respect to all Shares that such Shareholder owns or over which such Shareholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all such Shares in favor of, and adopt, such Trade Sale and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Trade Sale; (ii) if such transaction is a Share Sale, to sell the same proportion of Shares beneficially held by such Shareholder as is being sold by XXXX Xxx (方锐) and the Preferred Majority (the “Drag-Along Holders”) propose to sell their Shares, and on the same terms and conditions as the Drag-Along Holders; (iii) to execute and deliver all related documentation and take such other action in support of the Trade Sale as shall reasonably be requested by the Drag-Along Holders in order to carry out the terms and provisions of this Section 5.1, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; and (iv) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Trade Sale.

Action to be Taken. If you discover a fire anywhere:

Action to be Taken. The approval required for the Exscientia Scheme Proposal at the Exscientia Court Meeting is a simple majority in number of the Scheme Shareholders present and voting in person or by proxy, representing at least 75% in value of the Scheme Shares in respect of which a vote has been cast. The approval required for the Exscientia Scheme Implementation Proposal at the Exscientia General Meeting is approval by at least 75% of the votes cast by Exscientia shareholders present and voting, either in person or by proxy.

Action to be Taken. If at any time, by reference to the facts and circumstances then existing, prior to the last of the events on which the Warranties are deemed to be repeated pursuant to the provisions of clause 10.4, any matter or event comes to the attention of either of the Warrantors or any of the Hong Kong Underwriters as a result of which any of the Warranties, if repeated immediately after the occurrence of such matter or event, would be untrue, inaccurate or misleading in any material respect or which would or is reasonably likely to render untrue, inaccurate or misleading in any material respect any statement, whether of fact or opinion, contained in any of the Hong Kong Offering Documents if the same were issued immediately after the occurrence of such matter or event, the relevant Warrantor or such Hong Kong Underwriter (as the case may be) shall forthwith notify Xxxxxxx Sachs (on behalf of itself and each other Hong Kong Underwriter) and the other Warrantors (as the case may be) and, without prejudice to any other rights of any party, the Company (for itself and on behalf of the Selling Shareholder) and Xxxxxxx Xxxxx (for itself and on behalf of the Hong Kong Underwriters) shall forthwith consult with a view to agreeing, if the Hong Kong Prospectus has already been registered with the Registrar of Companies in Hong Kong or distributed (as the case may be), what announcement or circular or document or supplemental prospectus or listing document, if any, should be issued, published, distributed or made available or what other act or thing should be done. Subject to clause 20.2, neither the Warrantors nor the Hong Kong Underwriters shall issue, publish, distribute or make publicly available any such announcement, circular or document or supplemental prospectus or listing document without, in the case of the Warrantors, the prior written consent of Xxxxxxx Sachs (for itself and on behalf of the Hong Kong Underwriters) or, in the case of the Hong Kong Underwriters, the Company (in each case, such consent not to be unreasonably withheld or delayed).

Action to be Taken. Pursuant to the merger to be effected under that certain Agreement and Plan of Merger (the “Agreement”) dated as of August [l], 2015 by and among Computer Sciences Corporation, Computer Sciences Government Services Inc. (“Computer Sciences GS”), Star Second Merger Sub LLC, Star First Merger Sub Inc., SRA, SRA International, Inc. and the holders of common stock of SRA set forth on Schedule 1 of the Agreement, all of the Shares will be cancelled. The amount distributed by Computer Sciences Government Services Inc. at the consummation of the Merger (the “Closing”) after giving effect to the adjustments described below shall be the “Merger Consideration.” The exact amount of Merger Consideration to be distributed per share for Shares issued and outstanding cannot be determined at this time because such calculation will depend upon the number of outstanding Shares at the Closing (including Shares issued in connection with the cashless exercise of vested stock options prior to Closing) and the amount of any valid indemnification claims deducted from any escrow account established in connection with the Merger (the “Escrow Account”). • Because a portion of the Merger Consideration paid at Closing may be held in the Escrow Account until resolution of any matters for which indemnification may be provided by the stockholders of SRA under the Agreement (each, an “Indemnified Matter”), holders of the Shares may not receive the full amount of the per share consideration shortly after the Closing. In such event and subject to reduction for indemnification claims satisfied out of any escrowed funds, holders of the Shares would then receive the balance of the Merger Consideration owed to them with respect to the Escrow Account promptly after resolution of the Indemnified Matter. • To receive payment for your Shares, you must complete and sign page 4 of this Form, by following the instructions and notes for guidance set out on pages 3, 5 and 6. All Merger Consideration will be paid by either check or wire transfer in accordance with the instructions set forth on the cover page of this Form or, if applicable, in Box 1 on page 4. • Please note that all signatures of individuals must be witnessed. • Both Non-U.S. Stockholders and U.S. Stockholders should read and follow the instructions set forth in the enclosed document entitled “Important Tax Information” and Instructions 11 and 12 on page 5. • As a condition to receiving your Merger Consideration in the Merger, you must re...

Action to be Taken. In Litigation. Getronics will withdraw its motions for attachment and to compel arbitration in the Litigation. The parties will bear their own expenses in the Litigation, including attorneys' fees.

Action to be Taken. Upon satisfaction of the conditions of Closing set forth in this Agreement, CYBERFUND shall execute and deliver to ROK duly executed stock certificates for the Shares, duly registered in the names of the shareholders of ROK and dated as of the Closing Date.

Action to be Taken at the Closing. The sale, conveyance, assignment and delivery of the CRG Shares and the payment of the Merger Consideration pursuant to the terms of this Agreement shall take place at the Closing, and, simultaneously, the other transactions contemplated by this Agreement shall take place by the delivery of all of the closing documents set forth in Section 7.3.