Xxxxx Actions Sample Clauses

Xxxxx Actions. (a) Xxxxx hereby consents to the Offer and represents and warrants that (i) the making of the Offer and the other transactions contemplated by this Agreement have been approved and consented to by the Board of Directors of Xxxxx in accordance with applicable law, (ii) Bryan's Board of Directors (at meetings duly called and held) has unanimously (x) determined that the Offer and the Merger are fair to and in the best interests of the stockholders of Xxxxx, (y) resolved to recommend acceptance of the Offer and approval of the plan of merger contained in this Agreement by such stockholders of Xxxxx, and (z) resolved to elect, to the extent permitted by law, not to be subject to any "moratorium", "control share acquisition", "business combination", "fair price" or other form of antitakeover laws and regulations (collectively, "Takeover Laws") of any jurisdiction that may purport to be applicable to this Agreement, and (iii) XxXxxxxx & Company Securities, Inc., Bryan's independent financial advisor, has advised Bryan's Board of Directors that, in its opinion, the consideration to be paid in the Offer and the Merger to Bryan's stockholders is fair, from a financial point of view, to such stockholders.
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Xxxxx Actions. RISE Research and Innovation Staff Exchange ❑ It lasts for 48 months ❑ Start date 1 April 2021 ❑ Total funded 1,899,800.00 € ❑ Grant agreement in preparation ❑ One of the 74 projects selected among 408 proposals aMUSE ⎯ H2020-MSCA-RISE-2020 October 12, 2020 2 Description aMUSE plans to strengthen and extend the collaboration between EU and US researchers to carry out cutting-edge searches for New Physics in the muon sector, while promoting the development of next generation muon accelerators. The project finds its roots in the previous MUSE network based at the Muon Campus of FNAL. It involves the experiments: - g-2 - Mu2e - Mu2e-II and 𝜇 → 𝑒$ 𝜇 → 𝑒𝑒𝑒 experiments with PIP-II - aMUSE ⎯ H2020-MSCA-RISE-2020 October 12, 2020 3 PI of the project Xxxxxx Xxxxxxxxxxx, INFN Frascati Participants aMUSE ⎯ H2020-MSCA-RISE-2020 Muon Beams coordinator Xxxxxxxxx Xxxxxxxx UniPD October 12, 2020 4 Muon Beams Participants Xxxxxxxxx Xxxxxxxx, Xxxxx Xxxxxxx, Xxxxxxxxx Xxxxxxxxx UniPD Xxxxxxxxx Xxxxxxxxx UniRM Xxxxxxx Xxxxxxx, Xxxxx Xxxx INFN Xxxxxx Xxxx PSI Xxxx Xxxxxxx HZDR Xxxxxxx Xxxxxxxxx LIP Xxxx Xxxxxxx BNL Xxxxxxx Xxxxxx Fermilab aMUSE ⎯ H2020-MSCA-RISE-2020 October 12, 2020 5 Muon Beams WP3 Description Objectives • Study different techniques of muon beams cooling at different energies aimig to validate simulation with experimental tests • High energy muon beams: • study beam-induced background and strategy to handle it • Simulate detector for different center of mass energy • Evaluate radiation hazards related to the neutrino flux Tasks
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Xxxxx Actions. HIS shall advise Group when instituting or defending, in the name of the Group, any and all legal actions or proceedings by or against third parties arising out of Group's medical practice at the Premises, including, without limitation, those necessary for the protection and continued operation of Group at the Premises. 16.
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Xxxxx Actions. Except as shown in the Disclosure Schedule, there are no lawsuits, orders, decrees, injunctions or administrative, arbitration or other proceedings, pending or, to the Knowledge of Warren, threatened against the Fractionator Facility or xxxxx could require a change in the manner of operations of the Fractionator or use of the Fractionator Facility.
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Xxxxx Actions. The receiving institution [Receiving institution] (optional: host institution1), represented by [title, name and address], and (name), born on (date of birth), (address), conclude the following employment contract2 § 1
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Related to Xxxxx Actions

  • Interim Actions In the case of a Material Default that causes continuing damages to the Sellers for which indemnification by the Purchasers pursuant to Article 8 of the Agreement would not be sufficient to remedy all such damages, the Sellers and the Purchasers shall cooperate in good faith to implement appropriate interim actions to mitigate such damages until the Corrective Action Plan is finalized. The parties shall develop and implement such interim actions on timelines that are commensurate with the severity of the harm and that take into account the risks to the Sellers of delay. The Purchasers shall use reasonable best efforts to mitigate the adverse consequences on the Sellers of the Material Default until the Correction Action Plan is finalized.

  • Regulatory Actions The following provisions shall be applicable to the parties to the extent that they are required to be included in employment agreements between a savings bank and its employees pursuant to Section 563.39(b) of the Office of Thrift Supervision (“OTS”) Rules and Regulations, 12 C.F.R. §563.39(b), or any successor thereto, and shall be controlling in the event of a conflict with any other provision of this Agreement, including without limitation Section 5 hereof.

  • Pending Actions There is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending against Purchaser which, if adversely determined, could individually or in the aggregate materially interfere with the consummation of the transaction contemplated by this Agreement.

  • Infringement Actions 7.1 LICENSEE shall inform UNIVERSITY promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof.

  • Third Party Proceedings The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Derivative Actions In addition to the requirements set forth in Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on behalf of the Trust only if the following conditions are met:

  • Adverse Actions Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.

  • Post-Closing Actions Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that:

  • Infringement Proceedings Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party's Marks of which it has actual knowledge. Each Party will have the sole right and discretion to bring proceedings alleging infringement of its Marks or unfair competition related thereto; provided, however, that each Party agrees to provide the other Party with its reasonable cooperation and assistance with respect to any such infringement proceedings.

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