TAKEOVER OF WXXXX Sample Clauses

TAKEOVER OF WXXXX. 5.1. If Axiom shall determine that any Earning Well is incapable of producing or that the Earning Well should be plugged and abandoned, Axiom shall promptly notify AMOG by telephone, to be confirmed in writing, of such determination and furnish copies of all logs, any production information, and any reservoir analysis to AMOG. Should AMOG agree with this determination (and a failure to respond in the manner and within the time indicated below shall constitute agreement), Axiom shall proceed at its sole cost, risk and expense, to plug and abandon the Earning Well in accordance with applicable state or federal laws and shall level the ground around the location and clear and clean the premises to the satisfaction of the surface owners and surface lessees. Should AMOG disagree with this determination, it shall have Forty Eight (48) hours following the receipt of the logs, excluding nonworking days in AMOG's office, within which to advise Axiom by telephone, to be confirmed in writing, of its decision to continue operations on said well, and, if this is done, all further operations on the Earning Well, including, if indicated, the plugging and abandonment thereof, shall be conducted entirely by AMOG, at its sole cost, risk and expense. If AMOG shall elect to continue operations on said well, Axiom shall be deemed to have relinquished to AMOG all of its right, title and interest in and to the Earning Well, the material and equipment therein and used or acquired in connection therewith which AMOG retains for conducting operations hereunder; however, Axiom shall retain full responsibility for and shall cleanup any and all facilities and pits and dispose of all mud, used during operations prior to AMOG's takeover of operations, unless AMOG specifically requests, in writing, that such mud, pits and/or facilities are to be left for AMOG's use following its takeover of operations, in which case AMOG shall assume all liability therefor. If AMOG shall elect to continue operations on said well, Axiom will promptly execute such documents as may be necessary to transfer the operatorship of the well to AMOG. Notwithstanding the above, the Earning Well shall be considered, solely for the purpose of calculating the time limits in Section 3.1, to have been completed by Axiom on the date that AMOG elected to continue operations on said well. If AMOG shall elect to continue operations, as above provided, it shall reimburse Axiom for the salvage value of all material and equipme...
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Related to TAKEOVER OF WXXXX

  • Anti-Takeover Statutes If any “control share acquisition,” “fair price,” “moratorium,” or other anti-takeover Law becomes or is deemed to be applicable to Parent, the Merger Sub, the Company, the Merger, or any other transaction contemplated by this Agreement, then each of the Company and the Company Board on the one hand, and Parent and the Parent Board on the other hand, shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover Law inapplicable to the foregoing.

  • Takeover Statutes If any Takeover Statute is or may become applicable to the Merger or the other transactions contemplated by this Agreement, the Company and its board of directors shall grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

  • State Takeover Statutes The Board of Directors of the Company has approved the Merger and this Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

  • Anti-Takeover Laws In the event that any state anti-takeover or other similar Law is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, the Company, Parent and Acquisition Sub shall use their respective reasonable best efforts to ensure that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement and otherwise to minimize the effect of such Law on this Agreement and the transactions contemplated hereby.

  • Takeover Statute If any Takeover Statute is or may become applicable to the Merger or the other transactions contemplated by this Agreement, each of Parent and the Company and its Board of Directors shall grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

  • Takeover Laws No party hereto shall take any action that would cause the transactions contemplated by this Agreement to be subject to requirements imposed by any Takeover Law and each of them shall take all necessary steps within its control to exempt (or ensure the continued exemption of) the transactions contemplated by this Agreement from, or if necessary challenge the validity or applicability of, any applicable Takeover Law, as now or hereafter in effect.

  • Anti-Takeover Provisions The Company is not party to a shareholder rights agreement, “poison pill” or similar agreement or plan. The Company Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price”, “control share” or other similar Laws enacted under any Laws applicable to the Company (each, a “Takeover Statute”) does not, and will not, apply to this Agreement or the Transactions other than the CICL.

  • Antitakeover Statutes Take any action (i) that would cause this Agreement or the Transaction to be subject to the provisions of any state antitakeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares or (ii) to exempt or make not subject to the provisions of any state antitakeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares, any Person (other than PPBI or its Subsidiaries) or any action taken thereby, which Person or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom.

  • Antitakeover Provisions No “control share acquisition,” “business combination moratorium,” “fair price” or other form of antitakeover statute or regulation is applicable to this Agreement and the transactions contemplated hereby.

  • State Takeover Laws If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.

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