Opinion Requirement for Major Sample Clauses

Opinion Requirement for Major. Transactions Undertaken by Allegion During the Restricted Period. Other than pursuant to the transactions contemplated in the Ruling, Allegion agrees that during the Restricted Period it will not (and no Allegion Subsidiary will) (i) merge or consolidate with or into any other corporation, (ii) liquidate or partially liquidate (within the meaning of such terms as defined in Section 346 and Section 302, respectively, of the Code), (iii) sell or transfer all or substantially all of its assets (within the meaning of Rev. Proc. 77-37, 1977-2 C.B. 568) in a single transaction or series of related transactions, or sell or transfer any portion of Allegion’s assets that would violate the “continuity of business enterprise” requirement of Treas. Reg. § 1.368-1(d), (iv) redeem or otherwise repurchase any of its capital stock other than pursuant to open market stock repurchase programs meeting the requirements of section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696, (v) take or permit to be taken (or fail to take) any actions or positions inconsistent with any representation or covenant of Allegion or any Allegion Subsidiary contained in Section 4.1 and 4.2 hereof or any actions or positions that could reasonably be expected to jeopardize, directly or indirectly, any of the conclusions contained in the Ruling or the Tax Opinions or (vi) enter into any negotiations, agreements or arrangements with respect to transactions or events (including any transactions described in Sections 4.3(i)–(v) (and, for this purpose, including any redemptions made pursuant to open market stock repurchase programs), stock issuances, pursuant to the exercise of options or otherwise, option grants, capital contributions or acquisitions, entering into any partnership or joint venture arrangements, or a series of such transactions or events, but excluding the Distribution or the Internal Distributions) that may cause the Distribution or any of the Internal Distributions to be treated as part of a plan pursuant to which one or more persons acquire directly or indirectly stock of Allegion representing a “50-percent or greater interest” therein within the meaning of Section 355(d)(4) of the Code (collectively the “Prohibited Acts”). Notwithstanding the foregoing, Allegion may take any of the Prohibited Acts, subject to Section 4.4, if (x) Allegion first obtains (at its expense) an unqualified reasoned opinion addressed to IR and Allegion in form and substance acceptable to IR (which judgment ...
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Opinion Requirement for Major. Transactions Undertaken by Monterey During the Restricted Period. Monterey agrees that during the Restricted Period it will not (i) merge or consolidate with or into any other corporation, (ii) liquidate or partially liquidate (within the meaning of such terms as defined in Section 346 and Section 302, respectively, of the Code), (iii) sell or transfer all or substantially all its assets (within the meaning of Rev. Proc. 77-37, 1977 - 2 C.B. 568) in a single transaction or series of related transactions, (iv) redeem or otherwise repurchase any of Monterey's capital stock, or (v) except in connection with any transaction or transactions which, in the aggregate, would not have the effect, if treated as occurring before the Spin-Off, of reducing SFER's ownership to less than Control as of the date of the Spin-Off, issue additional shares of Monterey's capital stock (actions (i), (ii), (iii), (iv) and (v) are referred to as the "Prohibited Acts"), unless Monterey first obtains, and permits SFER to review, an opinion of Andrxxx & Xurtx X.X.P. or other law firm of similar repute, or a supplemental ruling from the Internal Revenue Service, that such transaction, and any transaction related thereto, will not affect the qualification of the Spin-Off under Section 355 of the Code.
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Opinion Requirement for Major. Transactions Undertaken by Spinco During the Restricted Period. Other than pursuant to the transactions contemplated by the Merger Agreement (including the merger of Spinco with an Affiliate of Del Monte), Spinco and Del Monte agree that during the Restricted Period they will not (i) merge or consolidate Spinco with or into any other corporation, (ii) liquidate or partially liquidate Spinco (within the meaning of such terms as defined in Section 346 and Section 302, respectively, of the Code), (iii) sell or transfer all or substantially all of Spinco's assets (within the meaning of Rev. Proc. 77-37, 1977-2 C.B. 568) in a single transaction or series of related transactions, or sell or transfer any portion of Spinco's assets that would violate the "continuity of business enterprise" requirement of Treas.
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Opinion Requirement for Major. TRANSACTIONS UNDERTAKEN BY SFER DURING THE RESTRICTED PERIOD. SFER agrees that during the Restricted Period it will not (i) merge or consolidate with or into any other corporation, (ii) liquidate or partially liquidate (within the meaning of such terms as defined in Sections 346 and Section 302, respectively, of the Code), (iii) sell or transfer all or substantially all its assets (within the meaning of Rev. Proc. 77-37, 1977 - 2 C.B. 568) in a single transaction or series of related transactions, (iv) redeem or otherwise repurchase any of SFER's capital stock, or (v) except in connection with capital stock issued to the officers, directors or employees of SFER and its subsidiaries pursuant to employee benefit or compensation plans of SFER, issue additional shares of SFER's capital stock, unless SFER first obtains, and permits SFP to review, an opinion of Andrews & Kurth or other law firm of similar repute, or a supplementxx xxxxng xxxx the Internal Revenue Service, that such transaction, and any transaction related thereto, will not affect the qualification of the Spin-Off (or the distribution by SFP Properties, Inc. to SFP of the capital stock of SFER that was made on December 27, 1989 (the "Initial Spin" and together with the Spin-Off, the "Spinoffs")) under Section 355 of the Code.
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Opinion Requirement for Major. Transactions Undertaken by Ultra During the Restricted Period
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Related to Opinion Requirement for Major

  • Assumption Requirements Any Assumption permitted under this Agreement shall be performed in accordance with Prudent Servicing Practices. In connection with an Assumption of an assumable Mortgage Loan, the Servicer shall process such Assumption as provided for in the Mortgage Note or the Mortgage Note Assumption Rider and shall verify that:

  • Registration Requirements Prior to execution of this Agreement, the PROVIDER will be registered electronically with the State of Florida at XxXxxxxxxXxxxxxXxxxx.xxx. If the parties agree that exigent circumstances exist that would prevent such registration from taking place prior to execution of this Agreement, then the PROVIDER will so register within 21 days from execution. Failure of the PROVIDER to register electronically with the state of Florida will result in non-payment for expenditures by the Department of Financial Services until the PROVIDER has complied. The online registration can be completed at: xxxxx://xxxxxx.xxxxxxxxxxxxxxxxxxxx.xxx/vms- web/spring/login. The Provider will comply with the applicable requirements regarding registration with the System for Award Management (XXX) (or with a successor government-wide system officially designated by the Federal Office of Management and Budget and the DOJ’s Office of Justice Programs), and to acquire and provide a Data Universal Numbering System (DUNS) number. The Provider will comply with applicable restrictions on subcontractors that do not acquire and provide a DUNS number. The details of Provider obligations are posted on the Office of Justice Programs’ website at xxxxx://xxx.xxx.xxx/funding (Award condition: Registration with the System for Award Management and Universal Identifier Requirements) and are incorporated by reference. This special condition does not apply to the Provider who is an individual and received the grant award as a natural person (i.e., unrelated to any business or non-profit organization that he or she may own or operate in his or her name).

  • Director Notification Requirement If you are a director, associate director or shadow director of a Singapore company, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements, you must notify the Singapore subsidiary in writing within two business days of any of the following events: (i) you receive or dispose of an interest (e.g., RSUs or shares of Common Stock) in the Company or any subsidiary of the Company, (ii) any change in a previously-disclosed interest (e.g., forfeiture of RSUs and the sale of shares of Common Stock), or (iii) becoming a director, associate director or a shadow director if you hold such an interest at that time.

  • Notification Requirement Through and up to the conclusion of the Non-Competition Period, Executive shall give notice to the Company of each new business activity he plans to undertake, at least seven (7) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of Executive’s business relationship(s) and position(s) with such Person.

  • Registration Requirement Notwithstanding anything else in this Section 6, no Warrants (including any Private Warrants) may be exercised unless at the time of exercise (i) a registration statement covering the Warrant Shares to be issued upon exercise (other than Warrant Shares to be issued upon exercise of any Private Warrant) is effective under the Act and (ii) a prospectus thereunder relating to the Warrant Shares (other than Warrant Shares to be issued upon exercise of any Private Warrant) is current. The Company shall use its best efforts to have a registration statement in effect covering Warrant Shares issuable upon exercise of the Warrants (other than Warrant Shares to be issued upon exercise of any Private Warrant) from the date the Warrants become exercisable and to maintain a current prospectus relating to those Warrant Shares until the Warrants expire or are redeemed. In the event that, at the end of the Warrant Exercise Period, a registration statement covering the Warrant Shares to be issued upon exercise (other than Warrant Shares to be issued upon exercise of any Private Warrant) is not effective under the Act, all the rights of holders hereunder shall terminate and all of the Warrants shall expire unexercised and worthless, and as a result purchasers of the Units will have paid the full Unit price solely for the share of Common Stock included in each Unit. In no event shall the Warrants be settled on a net cash basis nor shall the Company be required to issue unregistered shares upon the exercise of any Warrant that is not a Private Warrant.

  • Notification Requirements 1. If the Family Leave is foreseeable, the employee must provide the agency/department with thirty (30) calendar days notice of his or her intent to take Family Leave.

  • Information Required by Rule 144A upon the request of such Holder (and shall deliver to any qualified institutional buyer designated by such Holder), such financial and other information as such Holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act (for the purpose of this Section 7.1(j), the term “qualified institutional buyer” shall have the meaning specified in Rule 144A under the Securities Act); and

  • Distribution Requirements Arts 3 A course in history, philosophy, theory, or practice of the creative and interpretive arts.

  • Compliance with Registration Requirements The Company meets the requirements for use of Form S-3 under the Securities Act. The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Trust Indenture Act”). At the respective times the Registration Statement became effective and at each Representation Date, the Registration Statement (i) complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with Underwriter Information (as defined in Section 8(a) hereof). The Preliminary Prospectus and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission via XXXXX, except to the extent permitted by Regulation S-T.

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