Call Arrangements Sample Clauses

Call Arrangements. (a) The Call. After the exercise of the Acquisition Company Common Put for at least the Acquisition Company First Minimum Share Amount and so long as Acquisition Company owns less than the Preferred Minimum Threshold, the Company shall have the right to purchase all (but not less than all) of the Stockholder Shares, Preferred Stock and Warrants owned by Acquisition Company (the "Call") by delivering written notice to Acquisition Company within 60 days of the Company's receipt of the Acquisition Company Put Notice (the "Call Notice"); provided, however, that the Company shall have no right to exercise the Call as a result of the Withdrawn Put, and each Call and Call Notice shall be deemed to be withdrawn upon the occurrence of a Withdrawn Put; provided, further, if the Company provides written notice to Acquisition Company objecting to the determination of Fair Market Value by the Appraiser within twenty (20) days after written notice of such determination, the Call Notice shall be deemed withdrawn for all purposes. The Company may satisfy its obligations with respect to the Call by causing another Person to purchase the Stockholder Shares, the Preferred Stock and the Warrants owned by Acquisition Company if, in connection with such purchase, (i) the purchase price paid by such other Person is equal to the Call Price, (ii) Acquisition Company is neither required to give any representations or indemnities to such Person, other than those relating to the ownership of the Securities and the absence of any liens etc. thereon, and (iii) the Company indemnifies Acquisition Company against any and all claims of any kind or nature made by such third party in connection with the Transfer to such other Person. (b) The Closing. Within one-hundred eighty (180) days after delivery of the Acquisition Company Put, the Company shall purchase or cause to be purchased, and Acquisition Company shall sell, the Stockholder Shares, Preferred Stock and Warrants as set forth in the Call Notice at a mutually agreeable time and place (the "Call Closing").
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Call Arrangements. 10.1 Rate for being on call
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Call Arrangements. 22.7.1 Call back (a) Except where otherwise specifically provided an employee recalled to work overtime after leaving his/her employer’s premises (whether notified before or after leaving such premises) shall be paid at the appropriate overtime rate applicable to his/her salary: • for the first recall a minimum payment of 4 hours’ work; and • for each subsequent recall a minimum payment of 3 hours’ work. (b) Provided always that time reasonably spent in getting to and from work shall be regarded as time worked. (c) Provided further that an employee who is recalled to work within 2 hours of his or her normal starting time shall be paid at overtime rates with a minimum payment of 2 hours at double time. (d) Where an employee is recalled to work a second time, and such recall is within the hours for which payment is already due, the time worked in the first and second recall shall be combined for the purpose of calculating payment. 22.7.2 Close call (a) An employee may be required by the employer to remain on close call (that is on call for duty and not allowed to leave the precincts of the facility or residence). (b) An employee held on close call shall: • if not required to commence work be paid a minimum payment equivalent to six hours at his/her normal salary; or • if required to commence work be paid in accordance with the appropriate overtime rate, provided that such payment shall be at least equivalent to the minimum payment set forth in Clause 22.7.1.
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Call Arrangements. (a) In the event that Robexx X. Xxxxxx ("Xhivxx") xeases to be employed by the Company, the Company shall have the right, within 60 days after such cessation of employment, to request in writing that Shiver waive his rights under Section 3C of the Purchase Agreement. If Shiver has not delivered a written waiver of such rights within 15 days after the Company's delivery of its written request, the Company shall be entitled within 90 days thereafter to deliver to Shiver written notice that it will purchase all (but not less than all) of the Stockholder Shares then held by Shiver at the Call Price (the "Call") by delivering written notice to Shiver (the "Call Notice"). This Agreement shall be deemed to constitute an offer by Shiver to the Company to purchase his Stockholder Shares upon the terms of, and subject to the conditions contained in, this paragraph 8. (b) Within 15 days after the Call Price has been determined, the Company shall purchase and Shiver shall sell the Stockholder Shares as set forth in the Call Notice at a mutually agreeable time and place (the "Call Closing"). At the Call Closing, Shiver shall deliver to the Company duly executed instruments transferring title to the Stockholder Shares to the Company free and clear of all liens and encumbrances, against payment of the appropriate Call Price by cashier's or certified check payable to Shiver or by wire transfer of immediately available funds to an account designated by Shiver.
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Call Arrangements. 21.1 On-call 21.1.1 On-call allowance is as per Schedule 1, Appendix B Allowances. 21.1.2 All staff who are required to participate in on-call to the extent that there is equitable distribution of the on-call workload. 21.1.3 A system of self-rostering exists to enable individual flexibility. 21.1.4 The parties agree that the on-call requirements shall be 100% complete 2 days in advance of the on-call period. 21.1.5 In the event the on-call requirements are not 100% complete 2 days in advance of the on-call period nurses shall be required to be rostered using the principle of equitable distribution of the on-call and taking account of any extenuating circumstances prevailing at the time which may impact on that employee’s ability to undertake on-call. 21.1.6 An employee shall be allowed a break of not less than 8 hours between the termination of one shift, including any period of recall prior to the commencement of that shift and the commencement of the next rostered shift. In the event such break is not provided, the employee shall be entitled to be paid at the overtime rate for the next shift until the 8 hour break is given.
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Call Arrangements 
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Related to Call Arrangements

  • Special Arrangements Fees for activities of a non-recurring nature such as reorganizations, and/or preparation of special reports will be subject to negotiation.

  • Additional Arrangements The UVMP in Košice can offer to students, within its own accommodation capacities, an accommodation in its own facilities for the respective academic year. The accommodation fee and conditions of providing the accommodation are in full competence of the UVMP.

  • Financial Arrangements The Commonwealth will provide an estimated total financial contribution to the States of up to $9.5 billion (GST exclusive) in respect of this Agreement, as set out in Part 5 – Financial Arrangements.

  • Escrow Arrangements Pursuant to the Escrow Agreement to be entered into among Millxx, xxe Company, Buyer and the Escrow Agent, the portion of the Remaining Purchase Price specified in SECTION 2.6(c) shall be delivered to the Escrow Agent at Closing in immediately available funds. Such monies (which, together with all interest accrued thereon, is hereinafter referred to as the "ESCROW SUM") shall be held pursuant to the terms of the Escrow Agreement for payment from such Escrow Sum of the amounts, if any, owing by the Company and/or Millxx xx Buyer pursuant to the indemnification provisions of ARTICLE VIII below. At the conclusion of the period ending ten days after completion of the Post Closing AA Review and the resolution of any disputes therein pursuant to SECTION 2.9 below, the Escrow Sum shall be reduced to an amount equal to the sum of $1,000,000 in cash, plus the amount, if any, reserved, but not then paid or resolved, pursuant to claims made against the Escrow Sum by Buyer pursuant to the Escrow Agreement and this Agreement (such amount of reduction in the Escrow Sum being referred to as the "ESCROW SUM REDUCTION") and (ii) on April 17, 2000 (such period being referred to herein as the "ESCROW PERIOD"), such remaining portion of the Escrow Sum not theretofore claimed by or paid to Buyer in accordance with the terms of Escrow Agreement and this Agreement (together with any interest on such remaining portion of the Escrow Sum) shall be disbursed to the Company or Millxx. Xxe Company, Millxx xxx Buyer agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive all disbursements pursuant to the Escrow Sum Reduction or at the expiration of the Escrow Period which the furnishing party is entitled under the provisions of the Escrow Agreement and this Agreement.

  • Transitional Arrangements 1. Subject to the provisions of paragraphs 2, 3 and 4, no Member shall be obliged to apply the provisions of this Agreement before the expiry of a general period of one year following the date of entry into force of the WTO Agreement. 2. A developing country Member is entitled to delay for a further period of four years the date of application, as defined in paragraph 1, of the provisions of this Agreement other than Articles 3, 4 and 5. 3. Any other Member which is in the process of transformation from a centrally-planned into a market, free-enterprise economy and which is undertaking structural reform of its intellectual property system and facing special problems in the preparation and implementation of intellectual property laws and regulations, may also benefit from a period of delay as foreseen in paragraph 2. 4. To the extent that a developing country Member is obliged by this Agreement to extend product patent protection to areas of technology not so protectable in its territory on the general date of application of this Agreement for that Member, as defined in paragraph 2, it may delay the application of the provisions on product patents of Section 5 of Part II to such areas of technology for an additional period of five years. 5. A Member availing itself of a transitional period under paragraphs 1, 2, 3 or 4 shall ensure that any changes in its laws, regulations and practice made during that period do not result in a lesser degree of consistency with the provisions of this Agreement.

  • Purchase Arrangements 1. Within 10 working days after this agreement is signed and becomes effective, Party A shall pay US$ 2.8 million to the overseas account designated by Party B (the specific payment arrangement shall be subject to Clause 1 of Article III) as an advance payment. Both parties agree as follows: (1) Party B shall obtain the sole and exclusive power of attorney from the Subject Company and the shareholders holding 100% of the total shares of the Subject Company for the matters set forth in this agreement; (2) Party A will arrange its staff to survey the land and real estate of the Subject Company. In this regard, Party B and the Subject Company shall give full cooperation and assistance, and authorize or appoint responsible personnel to follow up the whole process; (3) Party B shall settle the historical creditor’s rights and debts arising in the book of the Subject Company, and have the additional business items in the Subject Company’s business scope extended, that is, adding “electric bicycle production” or “electric power assisted bicycle production” and “electric motorcycle production (road motor vehicle production) in the permitted items” in the business scope. (4) Party B shall complete the purchase of the shares of the Subject Company no later than May 15, 2021. Where it is approved and confirmed by Party A in writing, it shall not be later than June 15, 2021.

  • SUPPLEMENTAL ARRANGEMENTS The Sub-Advisor may enter into arrangements with other persons affiliated with the Sub-Advisor or with unaffiliated third parties to better enable the Sub-Advisor to fulfill its obligations under this Agreement for the provision of certain personnel and facilities to the Sub- Advisor, subject to written notification to and approval of the Manager and, where required by applicable law, the Board of Directors of the Fund.

  • Tax Arrangements 47.1 Where the Contractor is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration. 47.2 Where the Contractor is liable to National Insurance Contributions (NICs) in respect of consideration received under this Framework Agreement, it shall at all times comply with the Social Security Contributions and Benefits Xxx 0000 (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration. 47.3 The Authority may, at any time during the term of this Framework Agreement, request the Contractor to provide information which demonstrates how the Contractor complies with sub-clauses 47.1 and 47.2 above or why those clauses do not apply to it. 47.4 A request under sub-clause 47.3 above may specify the information which the Contractor must provide and the period within which that information must be provided.

  • Escrow Arrangement The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.

  • Implementation Arrangements Institutional Arrangements

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