Notwithstanding Section 6. 4.1, prior to the receipt of the Shareholder Approval, the Company Board, directly or indirectly through any Company Representative, may, subject to Section 6.4.3 (i) participate in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide, unsolicited Takeover Proposal in writing that the Company Board believes in good faith, after consultation with outside legal counsel and an independent financial advisor, constitutes or would reasonably be expected to result in a Superior Proposal, (ii) thereafter furnish to such third party non-public information relating to the Company or any of its Subsidiaries pursuant to an executed confidentiality agreement that contains confidentiality and standstill provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement (a copy of which confidentiality agreement shall be promptly (in all events within 24 hours) provided for informational purposes only to Parent), (iii) following receipt of and on account of a Superior Proposal, make a Company Adverse Recommendation Change, or (iv) take any action that any court of competent jurisdiction orders the Company to take (which order remains unstayed), but in each case referred to in the foregoing clauses (i) through (iv), only if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to cause the Company Board to be in breach of its fiduciary duties under applicable Law. Nothing contained herein shall prevent the Company Board from disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to a Takeover Proposal, if the Company determines, after consultation with outside legal counsel, that failure to disclose such position would constitute a violation of applicable Law.
Notwithstanding Section 6. 3.1, a faculty employee who is unable to comply with the procedure described in Section 6.3.1, due to the unavailability of appropriate personnel to collect and tabulate the student evaluation, shall request the division to provide materials for a self-administered student evaluation. In this circumstance, the Student Evaluation Form, Appendix J2, shall be distributed by the faculty employee, completed in the absence of the faculty employee, and collected by a student registered in the class. The student shall seal the Part A scantrons into one envelope and the Part B responses into a second envelope and sign across the seal of each envelope. At the conclusion of the evaluation, the faculty employee shall pick up the sealed envelopes and return them to the division office or deposit them in a designated student evaluation collection site as soon as practicable. The division office shall acknowledge receipt of the completed student evaluation to the faculty employee. The Division Xxxx or appropriate administrator shall be responsible for tabulating Part A responses and completing and signing Appendix J3. After reviewing the responses, the Xxxx or appropriate administrator shall forward a copy of the objective (scantron) Tally Sheet and the attached Appendix J3 to the faculty employee and send the originals to the personnel file. The original Student Evaluations Forms, including the Part B responses, shall remain sealed in the envelope, retained in the division office, and returned along with the individual student scantrons to the faculty employee after the end of the quarter.
Notwithstanding Section 6. 02(a), the Borrower or any Domestic Restricted Subsidiary may, without equally and ratably securing the Obligations, create or incur Liens which would otherwise be subject to the restrictions set forth in Section 6.02(a) if after giving effect thereto, Aggregate Debt does not exceed an amount equal to the greater of (a) $3,750,000,000,6,000,000,000, and (b) 2.753.50 times Consolidated EBITDA of the Borrower for the Measurement Period immediately preceding the date of the creation or incurrence of the Lien. The Borrower or any Domestic Restricted Subsidiary also may, without equally and ratably securing the Obligations, create or incur Liens that extend, renew, substitute or replace (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Lien permitted pursuant to the preceding sentence.
Notwithstanding Section 6. 6(a), the provisions of this Section 6 shall not apply to the sale of any Selling Stockholder Shares to the public pursuant to a registration statement filed with, and declared effective by, the Commission under the Securities Act.
Notwithstanding Section 6. 6.1, except in the event of termination by a Hosted Exchange on grounds of material breach by the CBOT, which breach is not a result of a material breach by LIFFE of its obligations to the CBOT in respect of the Hosted Exchange, if a Hosted Exchange fails to pay WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS INDICATED BY [**]. Confidential Treatment Requested by CBOT Holdings, Inc. to the CBOT amounts equivalent to the Hosting Fees payable to LIFFE in respect of such Hosted Exchange for the Hosting Transition Period or any portion thereof (the “HTP Fees”), then the CBOT shall
Notwithstanding Section 6. 2(a), the Buyer and the Seller agree to elect jointly in prescribed form pursuant to section 167 of the Excise Tax Act (Canada) so that no HST is payable by the Buyer in respect of the purchase of the Purchased Assets from the Seller. The Buyer shall file such election within the time prescribed by the Excise Tax Act (Canada).
Notwithstanding Section 6. 1.1, LCR and the Phase II Mall Borrowers may enter into Contracts constituting Material Project Documents consistent with the Plans and Specifications, the Project Schedule and the Project Budget, as each is in effect from time to time. Each such Contract shall be in writing and shall become effective when and only when: (i) the parties thereto have executed and delivered the Contract (with the effectiveness thereof subject only to satisfaction of the conditions in clauses (ii), (iii), (iv), (v) and (vi) below); (ii) LCR and the Phase II Mall Borrowers have submitted to the Disbursement Agent an Additional Contract Certificate together with all exhibits, attachments and certificates required thereby (including the Construction Consultant’s Certificate), each duly completed and executed; provided, however, that such submission of an Additional Contract Certificate shall not be required for any Contract with a contract price or value less than $25,000,000; (iii) if entering into such Contract will result in an amendment to the Project Budget or extension of the Outside Completion Deadline, LCR and the Phase II Mall Borrowers have complied with the requirements of Section 6.3; provided, however, the Phase II Mall Outside Completion Date shall not be extended without the prior consent of the Phase II Mall Buyer to the extent, if any, such consent is required; (iv) if entering into such Contract will have the effect of a Scope Change, LCR and the Phase II Mall Borrowers have complied with the provisions of Section 6.2; provided, however, no such Scope Change shall be permitted without the prior consent of the Phase II Mall Buyer (unless such consent is not required under the Phase II Mall Purchase Agreement); (v) if entering into such Contract will cause the Phase II Project not to be In Balance, LCR and the Phase II Mall Borrowers, as applicable, have complied with the requirements of Section 5.5; and (vi) the Disbursement Agent has acknowledged receipt of the materials referenced in clause (ii) above, as contemplated in the Additional Contract Certificate (which the Disbursement Agent agrees to promptly do upon receipt of said material).
Notwithstanding Section 6. 2, the Landlord shall contribute the Tenant Upfit Allowance towards the costs and expenses incurred in designing and/or constructing the Tenant Improvements (the “Upfit Costs”). The Tenant Upfit Allowance shall be paid by Landlord directly to the general contractor and others based on invoices submitted. Tenant shall be responsible for any and all Upfit Costs in excess of the Tenant Upfit Allowance (the “Excess Upfit Costs”). Once the budget for the design/construction of the Additional Tenant Improvements (including all design/construction, signage, landscaping, etc. costs) is approved by the parties, Tenant shall pay to Landlord the positive difference, if any, between the estimated Upfit Costs set out in that approved budget and the Tenant Upfit Allowance (the “Payment”). The Payment shall be made within thirty (30) days of the Budget Approval Date. Landlord shall use the Payments in funding the Upfit Costs and shall be entitled to disburse the Payments to the general contractor and others based on invoices submitted. Any portion of the Tenant Upfit Allowance not so expended by the Landlord (up to a maximum of $2.00/sq. ft.) may be used by the Tenant towards the commercially reasonable costs incurred by Tenant in installing the exterior sign contemplated under Section 10 below and Tenant’s trade fixtures. Tenant’s written request for reimbursement of these costs shall be accompanied by all reasonable supporting documentation.
Notwithstanding Section 6. 3.1, a faculty employee who is unable to comply with the procedure described in Section 6.3.1, due to the unavailability of appropriate personnel to collect and tabulate the student evaluation, shall request the division to provide materials for a self- administered student evaluation. In this circumstance, the Student Evaluation Form, Appendix J2, shall be distributed by the faculty employee, completed in the absence of the faculty employee, and collected by a student registered in the class. The student shall seal the Part A scantrons into one envelope and the Part B responses into a second envelope and sign across the seal of each envelope. At the conclusion of the evaluation, the faculty employee shall pick up the sealed envelopes and return them to the division office or deposit them in a designated student evaluation collection site as soon as practicable. The division office shall acknowledge receipt of the completed student evaluation to the faculty employee. The Division Xxxx or appropriate administrator shall be responsible for tabulating Part A responses and completing and signing Appendix J3. After reviewing the responses, the Xxxx or appropriate administrator shall forward a copy of the objective (scantron) Tally Sheet and the attached Appendix J3 to the faculty July 1, 2013 through June 30, 2016 22 September 2013 employee and send the originals to the personnel file. The original Student Evaluations Forms, including the Part B responses, shall remain sealed in the envelope, retained in the division office, and returned along with the individual student scantrons to the faculty employee after the end of the quarter.
Notwithstanding Section 6. 4.1, if a third party becomes a Subsidiary during the Restriction Period through merger, acquisition, consolidation or other similar transaction, and such third party, as of the closing date of such transaction, is engaged in the Restricted Business, then Seller and such new Subsidiary shall have [*] from the closing date of such transaction to wind down or Divest the Restricted Business, and such new Subsidiary’s conduct of the Restricted Business during such [*] period shall not be a breach of Seller’s non-competition obligations set forth in Section 6.4.1; provided that such new Subsidiary conducts the Restricted Business during such [*] independently of Seller. For clarity, if Seller and its new Subsidiary wind down but do not Divest the Restricted Business during such [*] period, Seller and its new Subsidiary shall still have the right to Divest the Restricted Business thereafter or to restart the Restricted Business after the end of the Restriction Period, provided that Seller and its new Subsidiary do not restart the Restricted Business at any time during the Restriction Period. For the purposes of this Section 6.4.2, “Divest” means the sale or transfer of rights to the Restricted Business to a third party without Seller or its Affiliates receiving a continuing share of profit, future royalty payments or other economic interest in the subsequent success of such Restricted Business.
