Support GE ODM Meeting Sample Clauses

Support GE ODM Meeting. Owner may terminate this contract during the Limited Notice to Proceed period provided that the following cancellation charges are paid at the time of termination. Contractor shall be paid (1) actual termination costs incurred by Contractor in terminating all equipment purchase orders; and (2) Contractor's actual costs of termination which are in addition to item (1) plus 10%, provided Contractor's actual costs of termination shall not include any charges for direct or indirect general and administrative costs or allocations of overhead, but in no event shall Contractor be entitled to receive more than the applicable Cumulative Cancellation Charge listed below. Cumulative Event Cancellation Charge September 15, 1999 $100,000 October 1, 1999 $225,000 October 15, 1999 $325,000 November 1, 1999 $425,000 November 15, 1999 $1,147,500 December 1, 1999 $2,662,809 December 15, 1999 $2,917,809 After Authorization to Proceed See Article 18 EPC Agreement The Cumulative Cancellation Charge shown above for any date shall remain in effect until the next date shown on the chart at which time the Cumulative Cancellation Charge shall be increased to the amount shown. During the period from September 10, 1999 until the earlier of (1) delivery of an Authorization to Proceed under the EPC Agreement or (2) December 31, 1999, Owner shall have the right, prior to execution of each of Contractor's purchase orders, to review the cancellation provisions of such purchase order. The above cancellation charges do not include any cancellation charges related to the Turbine Contract. In the event that, after the assignment of the Turbine Contract, Contractor must pay any cancellation charges that are currently provided for under the Turbine Contract, the above charges will be increased by an amount equal to such cancellation charges. TENASKA GEORGIA GENERATING PROJECT EXHIBIT D
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Related to Support GE ODM Meeting

  • Orientation Meeting Within thirty (30) calendar days from execution of the Contract, Vendor and Order Fulfillers will be required to attend an orientation meeting to discuss the content and procedures of the Contract to include reporting requirements. DIR, at its discretion, may waive the orientation requirement for Vendors who have previously held DIR contracts. The meeting will be held in the Austin, Texas area at a date and time mutually acceptable to DIR and the Vendor or by teleconference, at DIR’s discretion. DIR shall bear no cost for the time and travel of the Vendor or Order Fulfillers for attendance at the meeting.

  • Shareholder Meeting Subject to the other provisions of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company shall take all action necessary in accordance with the BC Act and its Memorandum of Association and Articles of Association to duly call, give notice of, convene and hold a meeting of its shareholders to be held as promptly as reasonably practicable at a location in the United States of America following the mailing of the Proxy Statement for the purpose of obtaining the Company Shareholder Approval (the “Company Meeting”) and, subject to Section 6.3 of this Agreement, shall, through its Board of Directors, recommend to its shareholders the approval of this Agreement, the Merger and the other transactions contemplated hereby (the “Company Recommendation”); provided, however, that the Company shall be permitted to delay or postpone convening the Company Meeting (but not beyond the Termination Date) if in the good faith judgment of the Board of Directors of the Company or any committee thereof (after consultation with its outside legal advisors) such delay or postponement of the Company Meeting is consistent with its fiduciary duties under applicable Law. Subject to Section 6.3 of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company will use its reasonable best efforts to solicit from its shareholders proxies to be exercised in favor of the approval of this Agreement and the Merger. Notwithstanding the foregoing, unless this Agreement is terminated in accordance with Section 8.1, the Company will take all of the actions contemplated by this Section 6.4, regardless of whether the Board of Directors of the Company shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub make no representation or warranty as to the validity of the Company Meeting or the Merger under the BC Act, this Agreement or otherwise.

  • Preconstruction Meeting Furnish the names of the Certified Erosion and Sediment Control/Stormwater Supervisor, Certified Foremen, Certified Installers and Certified Designer and notify the Engineer of changes in certified personnel over the life of the contract within 2 days of change. Ethical Responsibility Any company performing work for the North Carolina Department of Transportation has the ethical responsibility to fully disclose any reprimand or dismissal of an employee resulting from improper testing or falsification of records.

  • Lender Meeting Company will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each Fiscal Year to be held at Company’s principal offices (or at such other location as may be agreed to by Company and Administrative Agent) at such time as may be agreed to by Company and Administrative Agent.

  • Meeting of Shareholders 33 5.3 Access to Information....................................................................... 33 5.4 Confidentiality............................................................................. 34 5.5 Public Disclosure........................................................................... 34 5.6

  • Shareholders Meeting (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:

  • Special Meeting Special meetings of the stockholders may be called only by such persons and only in such manner as set forth in the Certificate of Incorporation. No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. The Board may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.

  • PRE-BID MEETING 3.1. The contracting Agency/Department will hold a pre-bid meeting at LOCATION on DAY, DATE and TIME

  • Shareholder Meetings All expenses incidental to holding meetings of shareholders, including the printing of notices and proxy materials, and proxy solicitations therefor.

  • Stockholder Meeting In the event that Section 251(h) of the DGCL is inapplicable to the Merger, then Parent and the Company shall as promptly as practicable, (a) prepare and cause to be filed with the SEC a preliminary proxy statement in connection with noticing and convening a meeting of the holders of Company Shares for purposes of obtaining from such holders of the Company Shares the adoption of this Agreement and the approval of the Merger (a “Stockholders Meeting”), (b) resolve any comments to such preliminary proxy statement (if any) from the SEC (and the Company shall notify Parent of any such comments from, or correspondence with, the SEC regarding the proxy statement and afford Parent and its counsel the reasonable opportunity to review and comment on such SEC comments and responses thereto prior to filing with the SEC) and mail the definitive proxy statement to holders of Company Shares, (c) set a record date for a Stockholders Meeting, (d) vote all Company Shares received by Acquisition Sub in the Offer in favor of the adoption of this Agreement and the approval of the Merger, and (e) cause the meeting to be held in accordance with applicable Law and cause the Merger to be effected pursuant to Section 251 or Section 253 of the DGCL. Subject to the terms of this Agreement, the Company shall include in the proxy statement, and not subsequently withdraw or modify in any manner adverse to Parent or Acquisition Sub, the unanimous recommendation of the Company Board of Directors that the stockholders adopt this Agreement and approve the Merger and the other Transactions and shall use its reasonable best efforts to obtain such approval. From the Acceptance Time until the consummation of the Merger, in no event shall Parent amend (or permit to be amended) any provision of this Agreement in any manner which would (i) alter or change the amount or form of the Merger Consideration or (ii) otherwise adversely affect the holders of Company Shares. All holders of Company Shares after the Acceptance Time shall be express third party beneficiaries of this Section 7.11. Notwithstanding anything to the contrary set forth in this Agreement, if the Merger cannot be effected pursuant to Section 251(h) of the DGCL and Parent, Acquisition Sub and any other Parent Subsidiary holds in the aggregate at least ninety percent (90%) of the then issued and outstanding Company Shares immediately following the consummation of the Offer, then each of Parent, Acquisition Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Time, without a meeting of the stockholders of the Company, in accordance with Section 253 of the DGCL and upon the terms and subject to the conditions of this Agreement.

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