Subsequent to the Sample Clauses

Subsequent to the. Execution Time, there shall not have been any decrease in the rating of any of Berkshire's or Salomon's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act).
Subsequent to the. Execution Time, there shall not have been any (i) downgrading in the rating accorded the Company's debt securities by a "nationally recognized securities rating organization," as that term is defined by the Commission for purposes of its Rule 436(g)(2); and (ii) no such rating 228 organization shall have announced publicly that it has placed, or informed the Company or the Initial Purchasers that it intends to place, any of the Company's debt securities on what is commonly referred to as a "watchlist" for possible downgrading, in a manner or to an extent indicating a materially greater likelihood of a downgrading in rating as described in clause (i) above occurring than was the case as of the date hereof.
Subsequent to the. Execution Time, there shall not have been any decrease in the ratings of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
Subsequent to the. Execution Time, there shall not have been (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of a majority in interest of the Underwriters including the Representatives, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Securities; (ii) any downgrading in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension of trading in the Company's Common Stock by the Commission or on any exchange or in the over the counter market or any suspension or limitation of trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers Automated Quotation National Market System or any establishment of minimum prices on either of such Exchange or Market System, (iv) any declaration of a banking moratorium either by Federal or New York State authorities or by Singaporean authorities, (v) any outbreak or escalation of hostilities in which the United States is involved, declaration by the United States of a national emergency or war or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of a majority in interest of the Underwriters, including the Representatives, impracticable or inadvisable to proceed with the offering or the sale or delivery of, or payment for, the Securities, or (vi) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of in the judgment of a majority in interest of the Underwriters, including the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Securities, whether in the primary market or in respect of dealings in the secondary market.
Subsequent to the. Closing Date each party to this Agreement shall at the request of the other furnish, execute and deliver such documents, instruments, certificates, notices or other assurances as counsel for the requesting party, shall reasonably require as necessary or desirable to effect complete consummation of this Agreement or in connection with the preparation and filing of reports required or requested by government agencies, stock exchanges, or other regulatory bodies.
Subsequent to the execution and delivery of the Original Agreement, Provident American Corporation changed its name to HealthAxis Inc. On September 29, 2000, the parties executed and delivered an Amended and Restated Agreement and Plan of Reorganization ("First Amended Agreement"), which amended and restated in its entirely the Original Agreement and an Amended and Restated Agreement and Plan of Merger ("First Amended Plan"), which amended and restated the Original Plan. The parties hereto intend to amend and restate in its entirety the terms of the First Amended Agreement and the First Amended Plan, as herein provided (this "Agreement") and as set forth in the Amended and Restated Agreement and Plan of Merger dated as of the date hereof and attached hereto as Exhibit A (the "Plan"). As further provided in this Agreement and in the Plan attached hereto, each share of common stock, no par value per share, of HealthAxis ("HealthAxis Common Stock") and each share of Preferred Stock, par value $1.00 per shares, of HealthAxis ("HealthAxis Convertible Preferred Stock") issued and outstanding immediately before the Effective Date (except for Dissenting Shares, as defined in Section 14 of the Plan) shall, by virtue of the Merger and without any action on the part of the holder thereof, be automatically converted into the right to receive 1.334 shares (the "Exchange Ratio") of common stock of HAI, $0.10 par value per share ("HAI Common Stock"). The parties intend that the Merger: (i) qualify as a tax -free reorganization within the meaning of Section 368 of the Code, and (ii) be accounted for as a purchase by HAI for financial accounting purposes. The Nonconflicted Directors (as defined herein) and the remainder of the Board of Directors of HealthAxis have unanimously determined that the Merger and the other transactions contemplated by this Agreement and the Plan (collectively, the "Transactions") are in the best interests of HealthAxis and its shareholders. The disinterested members of the respective Board of Directors of HAI and Newco, a wholly owned subsidiary of HAI (consisting of those directors of HAI and Newco who are not affiliated in any way with HealthAxis on the date of this Agreement), and the remainder of the members of each Board of Directors have determined that the Transactions are in the best interests of HAI and Newco and their respective shareholders. Concurrently with the execution of this Agreement, and as a condition and inducement to HAI's willingness to ente...

Related to Subsequent to the

  • Cooperation Prior to the Distribution Prior to the Distribution:

  • INITIAL COST The costs of organizing the Trust and sale of the Trust Units shall, to the extent of the expenses reimbursable to the Depositor provided below, be borne by the Unit Holders, PROVIDED, HOWEVER, that, to the extent all of such costs are not borne by Unit Holders, the amount of such costs not borne by Unit Holders shall be borne by the Depositor and, PROVIDED FURTHER, HOWEVER, that the liability on the part of the Depositor under this section shall not include any fees or other expenses incurred in connection with the administration of the Trust subsequent to the deposit referred to in Section 2.01. Upon notification from the Depositor that the primary offering period is concluded, the Trustee shall withdraw from the Account or Accounts specified in the Prospectus or, if no Account is therein specified, from the Principal Account, and pay to the Depositor the Depositor's reimbursable expenses of organizing the Trust and sale of the Trust Units in an amount certified to the Trustee by the Depositor. If the balance of the Principal Account is insufficient to make such withdrawal, the Trustee shall, as di- rected by the Depositor, sell Securities identified by the Depositor, or distribute to the Depositor Securities having a value, as determined under Section 4.01 as of the date of distribution, sufficient for such reimbursement. The reimbursement provided for in this section shall be for the account of the Unitholders of record at the conclusion of the primary offering period and shall not be reflected in the computation of the Unit Value prior thereto. As used herein, the Depositor's reimbursable expenses of organizing the Trust and sale of the Trust Units shall include the cost of the initial preparation and typesetting of the registration statement, prospectuses (including preliminary prospectuses), the indenture, and other documents relating to the Trust, SEC and state blue sky registration fees, the cost of the initial valuation of the portfolio and audit of the Trust, the initial fees and expenses of the Trustee, and legal and other out-of-pocket expenses related thereto, but not including the expenses incurred in the printing of preliminary prospectuses and prospectuses, expenses incurred in the preparation and printing of brochures and other advertising materials and any other selling expenses. Any cash which the Depositor has identified as to be used for reimbursement of expenses pursuant to this Section shall be reserved by the Trustee for such purpose and shall not be subject to distribution or, unless the Depositor otherwise directs, used for payment of redemptions in excess of the per-Unit amount allocable to Units tendered for redemption.

  • Short Sales and Confidentiality After The Date Hereof Each Purchaser severally and not jointly with the other Purchasers covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales during the period commencing at the Discussion Time and ending at the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.6. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.6, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that coverage of short sales of shares of the Common Stock “against the box” prior to the Effective Date of the Registration Statement with the Securities is a violation of Section 5 of the Securities Act, as set forth in Item 65, Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.6. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser's assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

  • After the Closing Date Buyer shall, and shall cause the Company to, provide each party hereto and each stockholder thereof with such cooperation and information relating to the Company and each Subsidiary as such party reasonably may request in filing any Return, amended Return or claim for refund, determining any Tax liability or a right to refund of Taxes, or conducting or defending any audit or other proceeding in respect of Taxes. Buyer shall cause the Company and each Subsidiary to retain all Returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such Returns and other documents relate and until the final determination of any Tax in respect of such years. Any information obtained under this Section 6.7(b) shall be kept confidential, except as may be otherwise necessary in connection with filing any Return, amended Return, or claim for refund, determining any Tax liability or right to refund of Taxes, or in conducting or defending any audit or other proceeding in respect of Taxes. Notwithstanding the foregoing, neither Buyer, nor any of its affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 6.7(b). 6.8

  • Short Sales and Confidentiality Prior To The Date Hereof Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing from the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder until the date hereof (“Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser's assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

  • Agreement to Sell and Contribute on the Closing Date On the terms and subject to the conditions set forth in this Agreement, Santander Consumer does hereby irrevocably sell, transfer, assign, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of Santander Consumer’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an Assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of Santander Consumer or any Originator to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • Actions Prior to the Distribution Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

  • Conditions to the Distribution (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions:

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

  • Conditions to the Effective Date The occurrence of the Effective Date and the obligation of the Banks to make Loans and the Issuing Bank to issue Letters of Credit on the Initial Borrowing Date are subject to the receipt by the Administrative Agent prior to or concurrently with the occurrence of the Effective Date and the making of Loans and the issuance of Letters of Credit on the Initial Borrowing Date of each of the items set forth in this Section 5.01 in form and substance reasonably satisfactory to the Administrative Agent and the Banks and in sufficient copies for each Bank: