Merger Control Condition Clause Samples

Merger Control Condition. The obligations of the Purchasers and the Seller to close the sale/purchase transaction hereunder shall be conditioned upon the satisfaction of the following: (i) the German Federal Cartel Office having failed to notify the notifying parties within one month after submission of a complete filing of the proposal of the sale/purchase transaction hereunder in accordance with Section 39 GWB that it has initiated a formal investigation; or (ii) the German Federal Cartel Office having failed to serve on the notifying parties an order pursuant to Section 40 para. 2 sentence 1 GWB within the time periods required pursuant to Section 40 para. 2 GWB or within the time period of any extension of the review period pursuant to Section 40 para. 2 sentence 4 Nr. 1 GWB; or (iii) the German Federal Cartel Office having notified the Seller and the Purchasers, or either of them, in writing that it will not prohibit the sale/purchase transaction hereunder.
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Merger Control Condition. From the date of this Agreement until the date on which the Merger Control Condition is satisfied or waived by the Investor and RBSG the provisions of Schedule 15 shall apply in place of the provisions of Clauses 3.1 to 3.10.1, other than Clause 3.7.1. From the date on which the Merger Control Condition is satisfied or waived by the Investor and RBSG the provisions of Clauses 3.1 to 3.10.1 shall apply and the provisions of Schedule 15 shall cease to apply.
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Related to Merger Control Condition

  • Shareholder Account Maintenance (a) Maintain all shareholder records for each account in the Company. (b) Issue customer statements on scheduled cycle, providing duplicate second and third party copies if required. (c) Record shareholder account information changes. (d) Maintain account documentation files for each shareholder.

  • Company Not Surviving Following Exchange Event If the Exchange Event results in the Company not continuing as a publicly held reporting entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration as the holders of the Ordinary Shares will receive in with the Exchange Event, for the number of shares such holder is entitled to pursuant to Section 3.1 above.

  • ORIGINAL CONDITIONS A. All reinsurance under this Contract shall be subject to the same rates, terms, conditions, waivers and interpretations and to the same modifications and alterations as the Policy, subject to the terms and conditions of this Contract, and the Reinsurer shall be credited with its exact proportion of the Insured's premiums due to the Company under the Policy. B. Nothing herein shall in any manner create any obligation or establish any right against the Reinsurer in favor of third parties or any persons not parties to this Contract except as provided with respect to the Insured in this Contract or in the Assumption of Liability Endorsement. C. In the event of a Quota Share Reduction, as that term is defined under the Policy, each Subscribing Reinsurer's participation percentage in this Contract shall be increased in the proportion that 100% bears to the total Subscribing Reinsurer's participation after the Quota Share Reduction. For the avoidance of doubt, such participation percentage increase is necessary to account for the reduction provisions of the Reduction Under Quota Share Contract Article of the Policy. If applicable, the Remaining Aggregate Retention, as that term is defined under the Policy, would likewise be adjusted. Any termination of a Subscribing Reinsurer's participation in this Contract shall not require the consent of any other Subscribing Reinsurer. As respects each Subscribing Reinsurer still participating on this Contract following the Reinsurer Reduction Date, as that term is defined under the Policy, in no event shall its share of the aggregate limit following the Reinsurer Reduction Date be greater than its share of the aggregate limit prior to the Reinsurer Reduction Date, notwithstanding that its participation percentage may increase as a result thereof. As an example, where the aggregate limit is $300,000,000 with each of three Subscribing Reinsurers retaining a 33.33% share ($100,000,000 each), and one Subscribing Reinsurer's share is terminated, then the resulting aggregate limit becomes $200,000,000 with each of the two remaining Subscribing Reinsurers retaining a 50.00% share (i.e., 33.33% x 100%/66.67%). As respects each of the two remaining Subscribing Reinsurers, its share of the aggregate limit shall remain at $100,000,000.

  • Notice of Common Stock Change Events The Company will provide notice of each Common Stock Change Event to Holders, the Trustee and the Conversion Agent no later than the Business Day after the effective date of such Common Stock Change Event.

  • Termination/Access Restriction We Have A Match For You reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Texas and you hereby consent to the exclusive jurisdiction and venue of courts in Texas in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section. You agree that no joint venture, partnership, employment, or agency relationship exists between you and We Have A Match For You as a result of this agreement or use of the Site. We Have A Match For You's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of We Have A Match For You's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by We Have A Match For You with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and We Have A Match For You with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and We Have A Match For You with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.