Justification for the Merger Sample Clauses

Justification for the Merger. The merger of Bratel Brasil is one of the steps necessary for implementation of the Transaction, the purpose of which it to combine the activities and businesses of Oi and of Portugal Telecom, which, upon completion of the Transaction, shall be held by one sole company, TelPart. The purpose of the merger of Bratel Brasil is in the context of the Transaction, the purpose of which is (i) to form one, large, sole, multinational company with head offices in Brazil; (ii) the continuity of the commercial brands for Oi and Portugal Telecom operations, in their respective operating areas, subject to unified control and management by TelPart; (iii) the consolidation of the Industrial Alliance, making it possible to maximize synergies, 3 This information will only be known following the results of the increase in Oi capital. 4 This information will only be known following the results of the increase in Oi capital. 5 Date subject to updating to the date of the last approved balance sheet. reduce operating risks, optimize efficiency of investments and guarantee best practices; (iv) the strengthening of the capital structure of the integrated companies, facilitating their access to capital and financial resources; (v) the consolidation of the shareholder base of TelPart, Oi and Portugal Telecom solely in common shares traded on the BM&FBOVESPA New Market, the NYSE Euronext Lisbon and the NYSE; (vi) the dispersion of the TelPart shareholder base which, once the Transaction is consummated, shall not have shareholders or groups of linked shareholders holding the majority of the capital; (vii) the adoption of best practices of corporate governance in the BM&FBOVESPA New Market segment; and (viii) the pursuit of greater liquidity of the shares traded on said markets.
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Justification for the Merger. The merger of Bratel Brasil is one of the steps necessary for implementation of the Transaction, the purpose of which it to combine the activities and businesses of Oi and of Portugal Telecom, which, upon completion of the Transaction, shall be held by one sole company, TelPart. The purpose of the merger of Bratel Brasil is in the context of the Transaction, the purpose of which is (i) to form one, large, sole, multinational company with head offices in Brazil; (ii) the continuity of the
Sample 1
Justification for the Merger. The merger of shares is one of the steps necessary for implementation of the Transaction, the purpose of which it to combine the activities and businesses of Oi and of Portugal Telecom, which, upon completion of the Transaction, shall be held by one sole company, TelPart. The purpose of the merger of Shares is in the context of the Transaction, the purpose of which is (i) to form one, large, sole, multinational company with head offices in Brazil; (ii) the continuity of the commercial brands for Oi and Portugal Telecom operations, in their respective
Sample 1

Related to Justification for the Merger

  • Notice of Material Actions / Change in Control The Sub-Adviser will keep the Trust and the Adviser informed of developments relating to its duties as subadviser of which the Sub-Adviser has, or should have, knowledge that would materially affect the Fund. The Sub-Adviser will promptly notify the Adviser in writing of the occurrence of any of the following events (i) it is served or otherwise receives notice of, or is threatened with, any material action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental, administrative or self-regulatory agency, or public board or body, involving the affairs of the Fund and (ii) any change in the partners of the Sub-Adviser or in the actual control or management of the Sub-Adviser or change in the portfolio manager(s) primarily responsible for the day-to-day management of the Allocated Portion.

  • Termination for No Cause Either Custodian or the Funds may terminate: (a) this Loan Servicing Agreement in its entirety or (b) the Services as to any particular portfolio of loans or as to a loan or loans without terminating this Loan Servicing Agreement in its entirety, for any or no reason upon the providing of ninety (90) days’ advance written notice to the other parties.

  • Termination for Just Cause (a) The term “

  • Termination without Cause or Resignation for Good Reason in Connection with a Change in Control If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her employment for Good Reason, and, in each case, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive the following:

  • Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If the Company or its Affiliates terminate Executive’s employment with the Company or its Affiliates, respectively, without Cause or Executive resigns from such employment for Good Reason within twelve (12) months following a Change of Control, and Executive signs and does not revoke a separation agreement and release of claims with the Company (in a form acceptable to the Company), then Executive will receive the following severance from the Company:

  • Termination for Good Reason Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:

  • Termination for Cause; Resignation Without Good Reason If the Company terminates Executive’s employment with the Company for Cause, or Executive resigns without Good Reason, then Executive will not be entitled to any further compensation from the Company (other than accrued salary, and accrued and unused vacation, through Executive’s last day of employment), including severance pay, pay in lieu of notice or any other such compensation.

  • Termination for Cause The Company may terminate Executive’s employment for Cause, as defined below.

  • Termination Without Cause; Resignation for Good Reason (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below).

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