Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of Canada other than Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated October 1, 2014 relating to the distribution of up to C$80,000,000 of common shares, warrants, subscription receipts, and units of the Company (the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The British Columbia Securities Commission (the “Principal Regulator”) has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions.
(2) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-199119) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), including the Canadian Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or ...
Background and Interpretation. (1) The Company has filed with the United States Securities and Exchange Commission (the “SEC”) the Registration Statement (as defined in Section 1(3)) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), which became effective pursuant to Rule 461 under the Securities Act on May 5, 2016 (the “Effective Date”), for the registration under the Securities Act of up to US$100,000,000 of common shares, warrants, rights, subscription receipts, preferred shares, debt securities and units of the Company, including the Units. At the time of the filing of the Registration Statement, the Company met the requirements of Form S-3 under the Securities Act. Any reference in this Agreement to the Registration Statement, the U.S. Base Prospectus (as defined in Section 1(3)) or the U.S. Prospectus Supplement (as defined in Section 1(3)) shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the United States Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), on or before the date of this Agreement, or the issue date of the U.S. Base Prospectus or the U.S. Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Time of Sale Prospectus (as defined in Section 1(3)) or the U.S. Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Time of Sale Prospectus or the U.S. Prospectus, as the case may be, deemed to be incorporated therein by reference or is otherwise deemed to be a part of or included therein, as the case may be, by the Securities Act. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Time of Sale Prospectus (as hereinafter defined) or the U.S. Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference or is otherwise deemed to be a part of or included in the Registration Statement, ...
Background and Interpretation. When providing products, licenses and services to Customer, Symetri may process certain personal data on behalf of Customer in capacity of Customer’s processor. Customer is controller for the processing of such personal data. The purpose of this DPA is to ensure a secure, correct and legal processing of personal data and to comply with applicable requirements for data processing agreements as well as to ensure adequate protection for the personal data processed within the scope of the Agreement.
Background and Interpretation. 2.1 Except as expressly stated otherwise in these Data Processing Terms or the Agreement, in the event of any conflict between the terms of the LASSO Terms and Conditions and the terms of these Data Processing Terms, the relevant terms of these Data Processing Terms shall control and take precedence.
2.2 Customer acknowledges and agrees that (i) all rights and obligations under these Data Processing Terms shall be exclusively exercised by Customer and (ii) correspondingly, any notifications to be provided by LASSO under these Data Processing Terms shall only be provided to Customer.
2.3 Customer shall ensure that it has complied with all applicable Data Protection Legislation with respect to Customer Data that Customer provides to LASSO and represents and warrants that it has obtained all necessary consents and permissions and has made all necessary notices and disclosures sufficient for LASSO to Process Customer Data under the Agreement.
Background and Interpretation. The Parties have signed a Google AdWords Reseller Agreement effective as of 1 May 2011, (together with Amendment No. 2, the “Agreement”).
Background and Interpretation. 1.1 The PIK Lenders and Xxxxxx have negotiated the terms of an investment by each of them in Luxco and its subsidiary undertakings in connection with the Transaction. The terms of the investment by the PIK Lenders are set out in the Term Sheet (as defined in paragraph 1.2.20).
1.2 For the purposes of this Letter:
Background and Interpretation. 1.1. Your Vehicle will be purchased by us on these terms and conditions ("Terms and Conditions").
1.2. In these Terms and Conditions, capitalised terms have the meaning first ascribed to them, including:
1.2.1. Assumptions: in valuing your Vehicle and preparing/providing you with a Valuation, we have made the following assumptions about your Vehicle:
1.2.1.1. it is not and has never been an emergency services vehicle, taxi, rental or driving school vehicle;
1.2.1.2. it was first registered and has always been registered in the United Kingdom and was manufactured for the United Kingdom market;
1.2.1.3. it has not been written off by an insurance company or sustained accident damage;
1.2.1.4. it does not have a personalised registration number plate;
1.2.1.5. it does not have any Outstanding Finance except for the Outstanding Finance that you have fully disclosed to us;
1.2.1.6. it has 2 (two) sets of working keys; and
1.2.1.7. that the recorded mileage is consistent with any mileage registered with any relevant agencies (including the Vehicle Operator and Services Agency (‘VOSA’) and the National Mileage Register (‘NMR’));
1.2.1.8. it still has as a minimum of at least one month’s MOT remaining;
Background and Interpretation. The Company has prepared and filed with the securities regulatory authorities (the “Qualifying Authorities”) in each of the provinces of British Columbia and Ontario (the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated October 30, 2012 (the “Canadian Preliminary Base Prospectus”), and a final short form base shelf prospectus dated November 7, 2012, in respect of an aggregate of up to US$100,000,000 in Common Shares (collectively, the “Shelf Securities”). The Company has selected the British Columbia Securities Commission (the “Reviewing Authority”) as its principal regulator under the passport system procedures provided for under Multilateral Instrument 11-102 — Passport System and National Policy 11-202 — Process for Prospectus Reviews in Multiple Jurisdictions (collectively, the “Passport System”) in respect of the offering of the Shelf Securities. The Reviewing Authority has issued a decision document under the Passport System evidencing that a receipt has been issued (a “Passport Decision Document”) on behalf of itself and the other Qualifying Authorities for each of the Canadian Preliminary Base Prospectus and the Canadian Base Prospectus. The term “
Background and Interpretation. Haringey Council has carried out an assessment of your needs and has determined how much money is available to help you meet your eligible care and support needs. This sum of money is called the “Personal Budget”. You or your representative have requested that some or all of your Personal Budget be provided by cash payments to allow you or your representative to directly arrange for the care and support identified In your care and support plan. These payments from Haringey Council are called “Direct Payment(s)”. The Direct Payment amount will be equivalent to Haringey Council’s estimate of the reasonable cost to provide the social care services and support detailed in your care and support plan to a standard which Haringey Council considers reasonable to fulfil your needs.
Background and Interpretation. (a) Reference is made to a lock-up agreement dated 21 December 2018 and made between, amongst others, the Company, the Information Agent and the Participating Noteholders (the Lock-Up Agreement).
(b) Capitalised terms not otherwise defined in this letter shall have the meaning ascribed to them in the Lock-Up Agreement. In addition, Effective Date means the date on which the Participating Noteholders and the Information Agent countersign this letter.
(c) This letter is supplemental to and amends the Lock-Up Agreement.
