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Merger Agreement Outside Date

After the U.S. District Court for the District of Columbia blocked the proposed merger between Cigna and Anthem in 2017 and agreed with the government that there could be potential anti-competitive effects on an already concentrated market, Cigna tried – and failed – to denounce the deal. Cigna`s complaint seeking a reverse termination tax of US$1.85 billion and $13 billion in damages (the agreement stipulated that Cigna`s only recourse would be the tax if Anthem did not intentionally violate its contractual obligations) was met by an Anthem counter-action against the merger. In May 2017, the chancellery rejected Anthem`s injunction regarding Cigna`s resignation and Anthem decided to end the merger rather than move it forward. The parties are arguing over the issue of royalties and damages. (b) either by the company or by the parent company, if: (i) if the merger is not completed on February 12, 2015 or before February 12, 2015 (the “end date”); However, provided that on that date, one of the conditions set out in 9.01 (b), Section 9.01 (c) and Section 9.01(d) is not met by that date, but that all other conditions under Article 9 are met (other than the conditions under which the company and, to the extent that such a waiver is permitted by the legislation in force , are fulfilled, except under the following conditions: which, by nature, can only be completed after or immediately before closing), either the company or the parent company has the right, at its sole discretion, to extend the end date of the six-month period, in which case the end date is August 12. , 2015; In addition, the right to terminate this agreement pursuant to this section 10.01(b) (i) is not available to a party whose violation of a provision of this agreement results in the merger not being concluded on or before the closing date (if any renewed); Here is a real example of the date in actual use. The following quote is taken from Arqule`s (ARQL) filing SC TO-T with the SEC on December 17, 2019. (h) the period and other conditions under which the contracting parties may deviate from the agreement. No 6.2: Termination by American or US Airways. This agreement may be terminated and the merger may be abandoned at any time prior to the expiry of the actual time by measures duly approved by American or US Airways if: (a) the merger cannot be completed until October 14, 2013, whether that date is before or after receiving the shareholder`s authorization or after the introduction of the acknowledgement. (i) if, as of October 14, 2013, the condition set out in 5.1 (b) is not met (or cancelled), the termination date by America or US Airways may be extended once or more times on a date not greater than December 13, 2013; unless one party certifies that a second application is met before the 60th day after the issuance of such a second application, that termination date may be extended by the other party for one or more additional days after December 13, 2013, which is the number of days elapsed between that sixty to one day when the first party actually certifies compliance with that second application.

, or (ii) as of October 14, 2013 the condition set in point 5.2 (e) or Section 5.3 (e) has not been met (or removed), the termination date by America or US Airways may be extended once or more times to a date not greater than December 13, 2013 (including such an extension date, including these extensions , the “termination date”); (b) shareholder approval was not obtained at the general meeting or during a postponement or postponement of the authorization for which the vote took place; (c) twenty (20) days elapsed following the bankruptcy court`s adoption of an order denying confirmation of the plan; (d) the decision to assist the merger must not have been made by the bankruptcy court on the day or 90th day following the date of that agreement (provided that the agreement is terminated in accordance with this section 6.2 (d) but has not been terminated and that the bankruptcy court refers the decision in support of the merger , this agreement can no longer be terminated in accordance with this section 6.2 (d)); or (e) any

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