Fyffes definition
Examples of Fyffes in a sentence
Prior to or concurrently with the execution and delivery of this Agreement by the Company, the Fyffes Transaction Agreement has been validly terminated in accordance with its terms.
From and after August 11, 2014 and through the date of this Agreement, the Company has complied in all material respects with Section 5.2 contained in the Fyffes Transaction Agreement without waiver or modification.
The Company shall pay the fee set forth in the Fyffes Expenses Reimbursement Agreement (the “Fyffes Termination Agreement”) in compliance with the terms thereof.
The parts of the Scheme Document for which the Fyffes Directors are responsible under the Takeover Rules and any related filings for which the Fyffes Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act.
From December 31, 2013 through the date of this Agreement, neither Fyffes nor any of its Subsidiaries has taken any action that would constitute a breach of Clause 5.1(b)(i), (x), (xi), (xii) or (xvii) had such action been taken after the execution of this Agreement.
To the knowledge of Fyffes, Fyffes and its Subsidiaries are and at all times in the past five years (to the extent applicable) have been in compliance with the Bribery Act and all other Bribery Legislation, including all Laws enacted to implement the Organization For Economic Co–operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
C▇▇▇▇▇▇▇ shall provide to Fyffes as soon as reasonably practicable after receipt or delivery thereof (and in any event within 48 hours of receipt or delivery) copies of all written correspondence and other written material exchanged between C▇▇▇▇▇▇▇ or any of its Subsidiaries and the person making a C▇▇▇▇▇▇▇ Alternative Proposal (or such person’s Representatives) that describes any of the material terms or conditions of such C▇▇▇▇▇▇▇ Alternative Proposal.
Further, and notwithstanding any other provision of this Agreement to the contrary, IrHoldco shall provide any Fyffes Employee whose employment terminates during the one-year period following the Effective Time with severance benefits (net of any statutorily required severance) that are no less favourable than the severance benefits which would have applied to such Fyffes Employee (if any) immediately prior to the Effective Time.
IrHoldco and the Exchange Agent shall be entitled to deduct and withhold from any amount payable pursuant to this Agreement to any Person who was a holder of a Fyffes Share subject to the Scheme such amounts as IrHoldco or the Exchange Agent may be required to deduct and withhold with respect to the making of such payment under the Code or any other provision of federal, state, local or non-U.S. Tax law.
Any portion of the Fyffes Exchange Fund which has not been transferred to the holders of Fyffes Shares as of the one-year anniversary of the Effective Time shall be delivered to IrHoldco or its designee, upon demand, and the IrHoldco Shares included therein shall be sold at the best price reasonably obtainable at the time.