Merger Control Procedures Clause Samples

Merger Control Procedures. (a) The Purchaser shall use its commercially reasonable efforts to ensure that the approvals referred to in Section 6.2(a)(ii) (the “Merger Clearances”) are obtained as soon as possible after the date hereof and that the Vendor is kept reasonably informed of the status of the proceedings before the relevant authorities. In particular, the Purchaser shall: (i) ensure that all filings necessary to obtain the Merger Clearances (the “Merger Filings”) are made as soon as reasonably possible and within five (5) Business Days from the date hereof; provided, however, that the Vendor has provided all requested information to the Purchaser in a timely manner; (ii) respond timely to reasonable information requests to avoid any declaration of incompleteness by the competent merger control authorities, or any other suspension of the time periods for clearance, and shall not, without the prior consent of the Vendor (such consent not to be unreasonably withheld), withdraw any filing made; (iii) prior to submitting any Merger Filing or any subsequent submission, provide to the Vendor or its legal counsel the contents of such Merger Filing and/or submission; and to reasonably, in good faith, take the Vendor’s comments thereon into consideration, provided that such comments are provided to the Purchaser in a timely manner; (iv) to the extent possible without delaying any submission or missing a deadline, inform the Vendor or its legal counsel in advance of any subsequent submissions to allow for sufficient time that is reasonably necessary for the Vendor or its legal counsel to review and comment; (v) inform the Vendor of any relevant communications with any authorities relating to the Merger Clearance and the progress of such Merger Clearance; (vi) not without the prior written approval of the Vendor (such approval not to be unreasonably withheld), agree with the relevant competition and merger control authorities to any suspension or extension of any suspension of the statutory waiting periods; and (vii) for a period of 45 (forty-five) days from the date hereof, not conclude any transaction or agreement to acquire any non-woven wall covering business that might reasonably be expected to delay or make it more difficult to obtain any of the Merger Clearances. (b) Each of the Vendor and the Purchaser agree to use commercially reasonable efforts to obtain all consents and approvals referred to in Section 3.1(g). Each of the Vendor and the Purchaser shall provide such informat...
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Related to Merger Control Procedures

  • Quality Control Procedures The Seller shall have an internal quality control program that verifies, on a regular basis, the existence and accuracy of the legal documents, credit documents, property appraisals, and underwriting decisions. The program shall include evaluating and monitoring the overall quality of the Seller's loan production and the servicing activities of the Seller. The program is to ensure that the Mortgage Loans are originated and serviced in accordance with Accepted Servicing Standards and the Underwriting Guidelines; guard against dishonest, fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.

  • Change Control Procedures (a) No changes or additions may be made to any Work Order without the written agreement of LAUSD as evidenced by a duly executed Change Order. (b) Contractor will not take an action or make a decision which may have a material effect on LAUSD or which adversely affects the function or performance of, or decreases the resource efficiency of, the Services, including implementing changes in technology or equipment and software configuration, without first obtaining LAUSD’s written approval, which approval LAUSD may withhold in its sole discretion as respects any change which may have an adverse effect on LAUSD or the Services.

  • New Procedures New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Fund and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its agent may perform these services on the Fund's behalf;

  • Layoff Procedures Layoffs shall be administered pursuant as follows: An employee with permanent seniority in class shall have the right to displace an employee with less permanent seniority in the same class in any department. All bumping and displacement shall first occur within the department that affected the layoff in question prior to City-wide bumping.

  • Closing Procedures Subject to satisfaction or waiver by the relevant Party of the conditions of Closing, on the Closing Date, the Sellers shall deliver actual possession of the Purchased Interest to the Purchaser and upon such delivery the Purchaser shall pay and issue the Purchase Price in accordance with Section 2.3.