Fair Price Structure Sample Clauses

Fair Price Structure. If any "fair price" or "control share acquisition" or "anti-takeover" statute, or other similar statute or regulation or any state "blue sky" statute shall become applicable to the transactions contemplated hereby, the Companies and the Companies' boards of directors shall grant, subject to the terms of this Agreement, such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby and thereby may be consummated as promptly as practicable on the terms contemplated hereby and thereby, and otherwise act to minimize the effects of such statute or regulation on the transactions contemplated hereby or thereby.
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Fair Price Structure. If any "fair price" or "control share acquisition" or "anti-takeover" statute, or other similar statute or regulation or any state "blue sky" statute shall become applicable to the transactions contemplated hereby, including the execution or exercise of the Stock Option Agreement, and the Voting Agreements, the Company and the members or the Board of Directors of the Company shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby including the execution or exercise of the Stock Option Agreement, and the Voting Agreements may be consummated as promptly as practicable on the terms contemplated hereby, or by the Stock Option Agreement and the Voting Agreements and otherwise act to minimize the effects of such statute or regulation on the transactions contemplated hereby or thereby. 6.9
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Fair Price Structure. 6.9 Guaranty.................................................... 6.10
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Fair Price Structure. 36 5.10 CERTAIN POST-CLOSING FUND MATTERS....................................................................36 5.11
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Fair Price Structure. The Company shall take all actions necessary so that the Investor is an “Exempt Person” under the Rights Plan, so long as the Stockholders Agreement is in full force and effect and the Investor is in compliance with the Stockholders Agreement in all material respects. If any “fair price,” “control share acquisition” or “moratorium” statute or other anti-takeover or similar statute or regulation, including Section 203 of the DGCL and Article XI of the Restated Certificate of Incorporation, or any state “blue sky” statute shall become applicable to the transactions contemplated hereby, the Company and the members of the Board of Directors shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to minimize the effects of such statute or regulation on the Transactions contemplated hereby.
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Related to Fair Price Structure

  • Management Structure Describe the overall management approach toward planning and implementing the contract. Include an organization chart for the management of the contract, if awarded. 3.2

  • Master Feeder Structure If permitted by the 1940 Act, the Board of Trustees, by vote of a majority of the Trustees, and without a Shareholder vote, may cause the Trust or any one or more Series to convert to a master feeder structure (a structure in which a feeder fund invests all of its assets in a master fund, rather than making investments in securities directly) and thereby cause existing Series of the Trust to either become feeders in a master fund, or to become master funds in which other funds are feeders.

  • Change in Structure Except as expressly permitted under Section 5.3, no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to amend any of its Organization Documents in any respect materially adverse to an Agent (in its capacity as such) or Lenders (in their capacities as such).

  • PRICING STRUCTURES Licenses and Support Services for the Licensed Programs to which this OST applies are granted according to the pricing structures mentioned in the related Transaction Document. Standard pricing structures are defined in the section “DEFINITIONS” of this OST, even though those pricing structures may not be applicable to the DS Offerings to which this OST applies. Other pricing structures may be made available on a case-by-case basis.

  • Classification Structure All employees working under this Agreement shall be classified according to the skill based classification structure set out in Appendix A.

  • Agreement Structure 2.1 An “Agreement” hereunder shall consist of this Master Agreement, the Schedule, and their applicable attachments and represents the complete and exclusive agreement between the Parties regarding the subject matter of the Schedule, and replaces any prior oral or written communications between the Parties relating thereto. Each Lease is effective when the Schedule containing such Lease is executed by the Parties thereto.

  • Changes to Fee Structure In the event of Listing, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a perpetual-life entity.

  • Fee Structure In consideration of Consultant providing services, Municipality shall pay Consultant for Services performed in accordance with Exhibit A – List of Services and Fee Schedule.

  • Alternative Structure Notwithstanding any provision of this Agreement to the contrary, Parent may at any time modify the structure of the acquisition of the Company set forth herein, subject to the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, provided that (i) the Merger Consideration to be paid to the holders of Company Common Stock is not thereby changed in kind or reduced in amount as a result of such modification, (ii) such modification will not adversely affect the tax treatment of the Company's shareholders as a result of receiving the Merger Consideration and (iii) such modification will not materially delay or jeopardize receipt of any required approvals of Governmental Authorities.

  • Structure Appendices 1 and 2 are incorporated into and form part of this DPA. They set out the agreed subject-matter, the nature and purpose of the processing, the type of Personal Data, categories of data subjects and the applicable technical and organizational measures.

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