Company Actions definition

Company Actions has the meaning set forth in Section 2.3.
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Company Actions has the meaning set forth in the recitals.
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Company Actions shall have the meaning set forth in Section 6.9(a).
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Examples of Company Actions in a sentence

  • For purposes of this Agreement, the intention of the Parties is that the Administrator shall perform the Services required under this Agreement in such a manner so as to minimize, to the maximum extent reasonably practicable in the context of the particular Service, the involvement of the Company and its Affiliates in the Services, subject to (i) the Seller, Parent and their Affiliates’ obligations under the Transition Services Agreement and (ii) the Company’s obligations with respect to Company Actions.

  • There are no Company Actions (as defined in Section 1(m)) that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus that are not so described; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.

  • The Parties hereby agree that, notwithstanding anything to the contrary herein, the Company or its Affiliates shall, for the term of this Agreement, retain exclusive authority and responsibility to perform Legally Required Company Actions.

  • The Administrator shall give the Company timely notice of any Legally Required Company Actions which relate principally to the Administered Business, including, without limitation, filings with insurance regulators and other Governmental Authorities.

  • The Company shall not be deemed to be in breach of this Agreement as a result of any failure to perform, or inadequacy in the performance of, Company Actions hereunder to the extent the performance of such Company Actions is reasonably dependent upon Services or the performance by Administrator or its Affiliates of their obligations under the Transaction Agreements that have not been performed.

  • Nothing in this Agreement is to be deemed to give the Company the right to take any action or engage in any omission with respect to the Executive (including Company Actions as defined in Section 2.4) at any time when any such action or omission is not permissible and proper under the Employment Agreement if then in force.

  • Section 1.1 The Offer 2 Section 1.2 Company Actions 6 Section 1.3 The Mergers 7 Section 1.4 Effects of the Mergers 8 Section 1.5 Closing 8 Section 1.6 Effective Time 8 Section 1.7 Organizational Documents; Directors and Officers 9 Section 1.8 Tax Consequences 9 Section 1.9 Further Action 9 Section 1.10 Parent Board of Directors 10 Section 1.11 Adjustment for stock split, stock dividend, etc.

  • Company Actions................................................................................

  • The Administrator will give the Company timely notice of any Legally Required Company Actions, including, without limitation, filings with insurance regulators, other Governmental Authorities and guaranty associations and filings and premium and other Tax returns with taxing authorities, which, in each case, relate to the Policies, the Post-Closing Policies or the Separate Accounts.

  • The Administrator will give the Company timely notice of any Legally Required Company Actions, including, without limitation, filings with insurance regulators, other Governmental Authorities and guaranty associations and filings and premium, and other Tax returns with taxing authorities, which, in each case, relate to the Policies, the Post-Closing Policies or the Separate Accounts.

Related to Company Actions

  • Company Action Level RBC ’ means, with respect to any insurer, the product of 2.0 and its authorized control level RBC;

  • Company action level event means any of the following events:

  • Actions means all actions, litigation, complaints, claims, charges, accusations, investigations, petitions, suits, arbitrations, mediations or other proceedings, whether civil or criminal, at law or in equity, or before any arbitrator or Governmental Entity.

  • Investment Company Act Event means that the Company shall have received an Opinion of Counsel to the effect that, as a result of the occurrence of a change in law or regulation or a written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Securities Trust is or will be considered an "investment company" that is required to be registered under the Investment Company Act of 1940, as amended, which change becomes effective on or after the Original Issue Date.

  • Company Act means the Investment Company Act of 1940, as amended.

  • Investment Company Act means the Investment Company Act of 1940, as amended.

  • Company Acquisition means any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which 50 the stockholders of the Company immediately preceding such transaction hold less than 65% of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of 35% of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 35% of the voting power of the then outstanding shares of capital stock of the Company.

  • Permitted Intercompany Activities means any transactions between or among the Borrower and its Restricted Subsidiaries that are entered into in the ordinary course of business of the Borrower and its Restricted Subsidiaries and, in the good faith judgment of the Borrower are necessary or advisable in connection with the ownership or operation of the business of the Borrower and its Restricted Subsidiaries, including, but not limited to, (i) payroll, cash management, purchasing, insurance and hedging arrangements and (ii) management, technology and licensing arrangements.

  • Ontario Action means the Ontario Action as defined in Schedule A.

  • Action shall have the meaning ascribed to such term in Section 3.1(j).

  • Regulatory Action means an administrative, regulatory, or judicial enforcement action, proceeding, investigation or inspection, FDA Form 483 notice of inspectional observation, warning letter, untitled letter, other notice of violation letter, recall, seizure, Section 305 notice or other similar written communication, injunction or consent decree, issued by the FDA or a federal or state court.

  • Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.

  • Holding Company Act means the Public Utility Holding Company Act of 1935, as amended.

  • Adverse action means a home or remote state action.

  • Investment Company Act of 1940 means the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

  • Company Board means the Board of Directors of the Company.

  • U.S. Investment Company Act means the United States Investment Company Act of 1940, as amended;

  • Company Board of Directors means the board of directors of the Company.

  • Emergency Action means any emergency action for locational or system-wide capacity shortages that either utilizes pre-emergency mandatory load management reductions or other emergency capacity, or initiates a more severe action including, but not limited to, a Voltage Reduction Warning, Voltage Reduction Action, Manual Load Dump Warning, or Manual Load Dump Action.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Other Actions means any other actions or proceedings, excluding the Proceedings, relating to Released Claims commenced by a Settlement Class Member either before or after the Effective Date.

  • Quebec Action means the Quebec Action as defined in Schedule A.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).