Non-Conditional Target Undertakings Sample Clauses

Non-Conditional Target Undertakings. 3.1.1 Determination of the Target’s Securities Owned by U.S. persons In furtherance of the actions of the Target described in recital G, Target undertakes to use its commercially reasonable efforts to provide Bidder, as soon as possible following the signature of this MOU, with such further information and representations requested by Bidder as to the number of Target’s ADS’s, Shares and Warrants owned by U.S. persons. 3.1.2 Management of Target until the Filing of the French Offer Target undertakes that, from the date hereof until the filing of the French Offer: (i) Target and its subsidiaries shall conduct their business in the ordinary course and in accordance with past practices (except to the extent contemplated by this MOU) and shall not, without prejudice to the generality of the foregoing: (i) make or agree to make any investments or divestments or enter into any other commitment or contract which would be in excess of the size ordinarily carried out by Target or which may prevent the implementation of this MOU or would reasonably be expected to delay the closing of the Offers, (ii) declare, authorize, make or pay a dividend (in cash or in kind) or other distribution of a similar nature or any reduction of capital, or (iii) make, agree to make or decide upon any change to the capital structure of Target (other than any issuance of shares upon exercise, conversion or exchange of securities or stock options outstanding as of the date of this MOU); (ii) Target shall fully cooperate with the Independent Expert in order to allow him to establish the Fairness Opinion; and (iii) Target shall furnish to Bidder all information concerning the Target requested by Bidder that is required by applicable U.S. or French laws or regulations to be included in the Bidder U.S. Offer Documents and the Bidder French Offer Documents and in any correspondence between Bidder and the SEC (including any SEC “no action” letters) and the AMF in respect of the U.S. Offer and the French Offer respectively.
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Related to Non-Conditional Target Undertakings

  • Termination Conditions This Agreement terminates upon the earlier of any of the following events: a.

  • Prior Conditions Satisfied All conditions set forth in §10 shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to be issued.

  • Work Conditions The Contractor agrees to accept sole responsibility to comply with all federal, provincial and municipal legislation which may have application to the Work and agrees to comply with all provincial and federal legislation affecting conditions of work and wage rates including the Employment Standards Act R.S.P.E.I. 1988, Cap. E-6.2, the Workers Compensation Act R.S.P.E.I. 1988, Cap. W-7.1, or any other laws that impose obligations in the nature of employers’ obligations. The Contractor agrees to follow the Public Service Commission Human Resource Policies 9.05 Violence in the Workplace Policy; 9.08 Drug, Alcohol, and Medication Policy, and 11.01 Policy for the Prevention and Resolution of Harassment in the Workplace while working on Government sites, in Government vehicles or alongside Government staff. The Contractor agrees to accept the full cost of doing those things required under this paragraph and will not charge or seek reimbursement from the Owner in any way, such costs having been taken into consideration and included in the rates of payment stipulated in this Agreement.

  • SUPERIOR CONDITIONS 21.01 All existing benefits, rights, privileges, practices, terms or conditions of employment which may be considered to be superior to those contained herein and which are set out in Appendix 4 are specifically retained by this Agreement unless otherwise agreed by the local parties. The parties agree to remove from Appendix 4 those superior conditions which no longer have application. Where the parties cannot agree on whether a superior condition continues to have application, the issue will be reduced to a grievance and referred to arbitration. 21.02 The Union and the Participating Hospitals agree to establish a committee consisting of two (2) representatives of the Union and two (2) representatives of the Participating Hospitals to review the superior conditions appendices in each of the participating hospitals. This committee will report to their respective negotiating committees prior to the next round of central negotiations.

  • Certain Conditions to Assignments Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning ▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; (B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender) (for which no Obligor shall be obligated); and (D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire.