M&A Clause Samples

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M&A. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and any official clarifications, guidance, interpretations, or implementation rules in connection with or related thereto jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC and the SAFE on August 8, 2006 and as amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and understands such legal advice. In addition, the Company has communicated such legal advice in full to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company confirms with the Underwriters: (A) The issuance and sale of the ADSs, the listing and trading of the ADSs on Nasdaq and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or on the applicable Closing Date, affected by the M&A Rules. (B) As of the date hereof or on the applicable Closing Date, the M&A Rules did not, do not, and will not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the ADSs, the listing and trading of the ADSs on Nasdaq, or the consummation of the transactions contemplated by this Agreement.
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M&A. Notwithstanding the above, this Agreement may be assigned, without the written consent of the other Party, by either Party, pursuant to an M&A, provided that the successor agrees to be bound by the terms of this Agreement. In the event of an M&A of Saifun, Saifun will notify Macronix immediately after execution of the relevant agreement. The rights of Macronix and Saifun's successor in interest shall not be affected due to such acquisition. Notwithstanding the above in the event that Saifun's successor in interest is a semiconductor manufacturer, Macronix will have the right to stop performing its obligations under this Agreement for providing Saifun's successor with wafers (under Sections 9 and 10), provided Macronix had given Saifun ***, or other period agreed upon by the Parties, phase out period in accordance with the procedures and rights set in Section 9.6 All other rights and obligations of the Parties under this Agreement will be maintained following the M&A. For clarification it is hereby stated that under no circumstances shall the licenses granted to Macronix be divisible. Transfer of rights in an M&A will retain the entire rights in the hands of the assignee or successor in interest.
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M&A. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and any official clarifications, guidance, interpretations, or implementation rules in connection with or related thereto jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (the “CSRC”) and the SAFE on August 8, 2006 and as amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and understands such legal advice. In addition, the Company has communicated such legal advice in full to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, the Company confirms with the Underwriters: (A) The issuance and sale of the Shares, the listing and trading of the Shares on Nasdaq and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or on the Closing Date or any Additional Closing Date, affected by the M&A Rules. (B) As of the date hereof or on the Closing Date or any Additional Closing Date, the M&A Rules did not, do not, and will not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Shares, the listing and trading of the Shares on Nasdaq, or the consummation of the transactions contemplated by this Agreement.
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M&A. In the event of a Change in Control (defined below) of the Company during the term hereof, Employee shall be entitled to a special compensation in an amount equal to five percent (5%) of an amount equal to (i) the aggregate value of consideration paid in the Change in Control to the Company (in the case of an asset sale) or its shareholders (in the case of a merger or a stock sale) (the "Purchase Price"), minus (ii) [$3,000,000] (the "Base Value"). The term "Change in Control" means a change in the majority ownership of the Company, or of substantially all of its business, as a result of a bona-fide acquisition by a third party, and expressly excluding a reorganization involving the Company and its controlling shareholder. In the event of a sale (the "Partial Business Sale") of one or more of the Company's business units (the "Sold BU") to a third party in a bona-fide sale which does not constitute a Change in Control, Employee shall be entitled to a special compensation in an amount equal to five percent (5%) of an amount equal to (x) the aggregate value of consideration paid to the Company in the Partial Business Sale, minus (y) the Relative Base Value. The term "Relative Base Value" means a percentage of the Base Value equal to the percentage of the gross revenues of the Sold BU relative to the gross revenues of the Company during the twelve months immediately preceding the effective date of the Partial Business Sale.
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M&A. In addition to the aforementioned in sections 2a, 2b, and 2cabove, in the event that Company shall close any M&A transaction with a third party target, the Consultant shall be entitled to a success fee in the amount equal to 3% of the total transaction price, in any combination of cash and shares that will be determined by QUEST.
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Related to M&A

  • Attn ▇▇▇▇▇▇ ▇.

  • AT&T 9STATE shall be defined as the States of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee.

  • S.T If Federal Funds are not received on time, such funds will be invested, and shares purchased thereby will be issued, as soon as practicable.

  • COLLEGE has the sole right to control and direct the instructional activities of all instructors, including those who are SCHOOL DISTRICT employees.

  • Settlement Administration 5.1. The Settlement Administrator shall, under the supervision of the Court, administer the relief provided by this Settlement Agreement by processing Claim Forms in a rational, responsive, cost effective, and timely manner. The Settlement Administrator shall maintain reasonably detailed records of its activities under this Agreement. The Settlement Administrator shall maintain all such records as are required by applicable law in accordance with its normal business practices and such records will be made available to Class Counsel and Defendant’s Counsel upon request. The Settlement Administrator shall also provide reports and other information to the Court as the Court may require. The Settlement Administrator shall provide Class Counsel and Defendant’s Counsel with information concerning Notice, administration, and implementation of the Settlement Agreement. Should the Court request, the Parties shall submit a timely report to the Court summarizing the work performed by the Settlement Administrator, including a report of all amounts from the Settlement Fund paid to Settlement Class Members on account of Approved Claims. Without limiting the foregoing, the Settlement Administrator shall: 5.1.1. Forward to Defendant’s Counsel, with copies to Class Counsel, all original documents and other materials received in connection with the administration of the Settlement, and all copies thereof, within thirty (30) days after the date on which all Claim Forms have been finally approved or disallowed in accordance with the terms of this Agreement; 5.1.2. Receive requests to be excluded from the Settlement Class and other requests and promptly provide to Class Counsel and Defendant’s Counsel copies thereof. If the Settlement Administrator receives any exclusion forms or other requests after the deadline for the submission of such forms and requests, the Settlement Administrator shall promptly provide copies thereof to Class Counsel and Defendant’s Counsel; 5.1.3. Provide weekly reports to Class Counsel and Defendant’s Counsel, including without limitation, reports regarding the number of Claim Forms received, the number approved by the Settlement Administrator, and the categorization and description of Claim Forms rejected, in whole or in part, by the Settlement Administrator; and 5.1.4. Make available for inspection by Class Counsel or Defendant’s Counsel the Claim Forms received by the Settlement Administrator at any time upon reasonable notice. 5.2. The Settlement Administrator shall be obliged to employ reasonable procedures to screen claims for abuse or fraud and deny Claim Forms where there is evidence of abuse or fraud. The Settlement Administrator will reject any claim that does not comply in any material respect with the instructions on the Claim Form or the terms of Paragraphs 1.2 and/or 1.3, above, or is submitted after the Claims Deadline. Each claimant who submits an invalid Claim Form to the Settlement Administrator must be given a notice of the Claim Form’s deficiency and an opportunity to cure the deficiency within twenty-one (21) days of the date of the notice. The Settlement Administrator may contact any Person who has submitted a Claim Form to obtain additional information necessary to verify the Claim Form. 5.3. Defendant’s Counsel and Class Counsel shall have the right to challenge the acceptance or rejection of a Claim Form submitted by Settlement Class Members and to obtain and review supporting documentation relating to such Claim Form. The Settlement Administrator shall follow any agreed decisions of Class Counsel and Defendant’s Counsel as to the validity of any disputed submitted Claim Form. To the extent Class Counsel and Defendant’s Counsel are not able to agree on the disposition of a challenge, the disputed claim shall be submitted to The ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of JAMS for binding determination. 5.4. In the exercise of its duties outlined in this Agreement, the Settlement Administrator shall have the right to reasonably request additional information from the Parties or any Settlement Class Member.