Conduct of the Acquisition Sample Clauses

Conduct of the Acquisition. 28.10.1 The Company shall ensure that no material amendments (including, without limitation, any amendments to, or waivers of, any of the conditions to the Offer (as defined in the Acquisition Agreement)) are made to the Acquisition Documents without the prior consent of the Arrangers, unless such changes are required by applicable law or regulations.
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Conduct of the Acquisition. 2.1 Each Party shall use its reasonable endeavours to procure the 2.7 Announcement is released in accordance with the Code before 10.00 a.m. on 20 October 2021, or at such later time and/or date as the Investors may agree in writing. Subject to the Long Stop Date, the Parties shall agree upon, and assist each other in, seeking any extension of the time limits in the Code or the Acquisition Documentation, if and to the extent required, for the implementation of the Acquisition.
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Conduct of the Acquisition. (a) The Company shall ensure that neither the terms of the Tender Offer (if applicable) nor the Merger Agreement are amended, waived or otherwise modified:
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Conduct of the Acquisition. (A) The Company shall ensure that neither the Tender Offer nor the Acquisition Agreement is amended, waived or otherwise modified to increase the price per Target Share payable in the Merger or Tender Offer or otherwise to increase the consideration payable to the holders of the Target Shares in connection with the transactions contemplated by the Acquisition Agreement, in each case, in excess of the amount agreed with the Agent on or before the date of this Agreement, without the consent of the Agent (acting on the instructions of the Majority Lenders).
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Conduct of the Acquisition. Each Obligor undertakes with each of the Finance Parties that throughout the Finance Period:
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Conduct of the Acquisition. The implementation of the Acquisition, including all decisions as to its timing and material terms and conditions (including, without limitation, any consideration, benefit or inducement to be offered to holders of Moto Shares, Options or Warrants, or to other stakeholders (including officers or employees) of Moto in connection with the Acquisition), or any waiver of, or alteration or amendment to, such terms and conditions, shall be subject to the prior approval of each of Randgold and AngloGold through the Representatives. However, Randgold will have carriage of, and primary responsibility for, (i) negotiations and communications with Moto, its shareholders and regulatory authorities (other than the Government of the DRC, it being acknowledged and agreed that any negotiations and/or communications with the Government of the DRC shall be lead by Randgold, in cooperation with AngloGold, and shall be subject to mutual agreement of, AngloGold and Randgold) and (ii) the preparation and filing of any stock exchange, securities commission or regulatory applications, filings and/or approvals required in connection with the Acquisition; provided, however, that Randgold and AngloGold shall each have sole responsibility for preparing and filing any regulatory applications, filings and/or approvals specifically required by it but not the other party in connection with the Acquisition. Notwithstanding anything in the foregoing or elsewhere in this Agreement, it is acknowledged and agreed by the parties that any ongoing interaction and/or commitment of Moto, Holdco, BidCo or their respective subsidiaries with or to governmental authorities, regulators and other persons following the Completion Time shall be subject to the approval of each of Randgold and AngloGold through the Representatives (except to the extent that the same shall be governed by the JV Agreement). AngloGold will provide all information and use commercially reasonable efforts to provide such other assistance in respect of the preparation and filing of any stock exchange, securities commission or regulatory applications, filings and/or approvals (other than those specifically required by Randgold but not the other party in connection with the Acquisition) as Randgold may reasonably require; and Randgold agrees to provide progress reports to AngloGold in respect of such applications and approvals on at least a weekly basis and at such other times as AngloGold may reasonably request.
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Conduct of the Acquisition. ‌ If Bidco becomes aware of any fact, matter or circumstance that Bidco reasonably considers would significantly change the timetable for the Acquisition or entitle Bidco to invoke (with the consent of the Panel) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction in each case in accordance with Rule 13.5 of the Code, Bidco shall (subject to applicable Law) inform Target promptly providing reasonable details of such fact, matter or circumstance.
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Related to Conduct of the Acquisition

  • The Acquisition Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:

  • CONDUCT OF THE AUCTION Conduct of the auction and increments of bidding are at the direction and discretion of the auctioneer. The seller and selling agents reserve the right to preclude any person from bidding if there is any question as to the person’s identity, credentials, fitness to bid, financial ability to buy, etc. All decisions of the Auctioneer are final. --- AGENCY DISCLOSURE & GENERAL OFFICE POLICIES: Ness Bros. will represent the Seller exclusively unless a Ness Bros. Agent has a signed buyer agency agreement with Buyer, then that agent has a limited agency with Buyer. --- DISCLAIMER & ABSENCE OF WARRANTIES: All information contained online or in the brochure and related material is subject to the terms and conditions outlined in the Purchase Agreement. The Property is being sold on an "AS IS, WHERE IS" basis. No warranty or representation, either expressed or implied, concerning the Property, its condition, or the condition of any other components on the Property, is made by the Seller or Ness Bros. All sketches and dimensions online or in the brochure are approximate. The information contained online or in the Brochure is subject to verification by all parties relying on it. No liability for its accuracy, errors, or omissions is assumed by the Seller or Ness Bros. Each potential bidder is responsible for conducting his or her own independent inspections, investigations, inquiries, and due diligence concerning the property. --- TERMS: Xxxxxxx Money of 10% down or $2,500.00, whichever is greater the day of Auction, balance is due in full upon delivery of the merchantable title and deed free and clear of all liens and encumbrances except as stated herein and subject to easements or restrictions of record. A Buyer’s Premium of 5%, or minimum of $2,500, whichever is greater will be added to final bid and included in the total contract price. All bids accepted on the Real Estate subject to Sellers approval.

  • Representations of the Acquired Funds In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

  • Conduct of the Business From and after the Effective Date and though immediately prior to the Closing, or the earlier termination of this Agreement in accordance with Article 9, except (i) as set forth on Section 6.1 of the Disclosure Schedule, (ii) as otherwise contemplated by this Agreement, (iii) as Buyer or Parent may otherwise consent to in writing (which shall not be unreasonably withheld) or (iv) as required by applicable Legal Requirements, Seller will, and will cause each Acquired Subsidiary to (a) operate the Business in the Ordinary Course of Business and use commercially reasonable efforts to preserve and maintain the goodwill associated with the Business and relationships with the Employees, customers, suppliers, distributors and others with whom the Business has a business relationship and (b) not, without the consent of Parent, take any actions (i) that if taken between the date of the Latest Balance Sheet and the date hereof would be required to be disclosed on Section 4.5 of the Disclosure Schedule (ignoring the phrase “management level” in Section 4.5(k) for purposes of this Section 6.1); (ii) that would cause a Material Contract to be accelerated, terminated, modified, or cancelled by Seller or any Acquired Subsidiary, or that would cause the entry into any Material Contract by Seller or any Acquired Subsidiary (other than any purchase orders or sales or services agreements on the Business’s standard forms) that is outside the Ordinary Course of Business or that involves the payment or receipt by Seller or the Acquired Subsidiaries of more than $50,000; (iii) that would cause any Acquired Subsidiary to issue or otherwise allow to become outstanding or redeem or otherwise acquire any equity interest of such Acquired Subsidiary or right to any such equity interest; (iv) other than the current intercompany loans between Seller and the Retained Subsidiaries and the Acquired Subsidiaries, that would cause any Acquired Subsidiary to incur any indebtedness for borrowed money or to guaranty any obligations of any Person; or (v) that would be an amendment to any organizational documents of any Acquired Subsidiary.

  • Conduct of Parent During the Pre-Closing Period, except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 6.05 of the Parent Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed), Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice and (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, customers and other Persons with which Parent has material business relationships; provided, that neither Parent nor any of its Subsidiaries shall be required (or shall without the Company’s prior consent, not to be unreasonably withheld, conditioned or delayed) to make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 6.05 of the Parent Letter, (y) required by applicable Law or (z) consented to in advance in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed), Parent shall not, and shall cause its Subsidiaries not to:

  • Representations of the Acquiring Fund The Acquiring Fund represents and warrants to the Selling Fund as follows:

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND 5.1. The Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable.

  • Representations of the Acquiring Funds (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

  • Mergers or Acquisitions Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person. A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.

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