POSSIBLE CBS EXCHANGE Sample Clauses

POSSIBLE CBS EXCHANGE. Entercom acknowledges that CBS may elect to effect the transfer and conveyance of the Assets as part of a deferred like-kind exchange under Section 1031(a)(3) of the Code in which the Assets are relinquished at Closing in exchange for other like-kind assets to be identified and acquired after the Closing in whole or in part with the funds constituting the Purchase Price. If CBS so elects, it shall give written notice to Entercom of its intention to effect such deferred like-kind exchange, and CBS thereafter may at any time at or prior to Closing assign its rights under this Agreement to a "qualified intermediary" as defined in Treas. Reg. Section 1.1031(k)-1(g)(4), subject to all of Entercom's rights and obligations hereunder, and shall promptly provide written notice of such assignment to all parties hereto. In the event CBS assigns its rights hereunder to a "qualified intermediary," Entercom shall acknowledge in writing the notification by CBS of the assignment to the "qualified intermediary" of its rights hereunder, and Entercom shall pay the Purchase Price to the "qualified intermediary" at Closing rather than to CBS, which payment shall discharge the obligation of Entercom to make payment for the Assets hereunder.
Sample 1
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Related to POSSIBLE CBS EXCHANGE

  • Securities Exchange Commission Certification The Corporation confirms that as at the date hereof it does not have a class of securities registered pursuant to Section 12 of the U.S. Exchange Act or a reporting obligation pursuant to Section 15(d) of the U.S.

  • Securities Exchange Act The term “

  • Shift Exchange The Employer and the Union agree that shift exchanges are a useful process to allow employees more flexibility and improved work/life balance. Employees within an institution who have the same job classification will be allowed to exchange full shifts for positions in which they are qualified. The shift exchange process will not be used to circumvent the bid system or the supervisory chain of command. Shift exchanges will be in accordance with the following:

  • Listing on Securities Exchange If the Company shall list any shares of Common Stock on any securities exchange, it will, at its expense, list thereon, maintain and, when necessary, increase such listing of, all shares of Common Stock issued or, to the extent permissible under the applicable securities exchange rules, issuable upon the exercise of this Warrant so long as any shares of Common Stock shall be so listed during the Exercise Period.

  • Shift Exchanges In no event shall any overtime be payable as a result of employees voluntarily exchanging shifts.

  • Stock Exchange Delisting Prior to the Closing Date, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the New York Stock Exchange to enable the delisting by the Surviving Corporation of the Shares from the New York Stock Exchange as promptly as practicable after the Effective Time and the deregistration of the Shares under the Exchange Act at the Effective Time.

  • Reports Under Securities Exchange Act of 1934 With a view to making available to the Holders the benefits of Rule 144 promulgated under the Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:

  • Information Exchange As soon as reasonably practicable after the Effective Date, the Parties shall exchange information regarding the design and compatibility of the Interconnection Customer’s Interconnection Facilities and Participating TO’s Interconnection Facilities and compatibility of the Interconnection Facilities with the Participating TO’s Transmission System, and shall work diligently and in good faith to make any necessary design changes.

  • Stock Exchange Delisting; Deregistration Prior to the Closing Date, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of NASDAQ to enable the delisting by the Surviving Corporation of the Shares from NASDAQ and the deregistration of the Shares under the Exchange Act as promptly as practicable after the Effective Time.

  • Trading of the Public Securities on the Nasdaq Capital Market As of the Effective Date and the Closing Date, the Public Securities will have been authorized for listing on the Nasdaq Capital Market and no proceedings have been instituted or threatened which would effect, and no event or circumstance has occurred as of the Effective Date which is reasonably likely to effect, the listing of the Public Securities on the Nasdaq Capital Market.

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