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(the "Call Notice"); provided, however, that the Company shall have no right to exercise the Call as a result of the Withdrawn Put, and each Call and Call Notice shall be deemed to be withdrawn upon the occurrence of a Withdrawn Put; provided, further, if the Company provides written notice to Acquisition Company objecting to the determination of Fair Market Value by the Appraiser within twenty (20) days after written notice of such determination, the Call Notice shall be deemed withdrawn for all purposes.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. (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.
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.
Call Arrangements. 10.1 Rate for being on call
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.
Call Arrangements 

Related to Call Arrangements

  • Special Arrangements No Taxation Authority is operating any special arrangement (being an arrangement which is not based on relevant legislation or any published practice) in relation to the affairs of any Group Company.

  • 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 The Parties shall take all action required to cause the Escrow Agent to hold all funds deposited with or held by the Escrow Agent pursuant to the Escrow Agreement, including the Escrow Deposit and any interest or earnings accrued thereon (the "Escrow Funds"), until such time as they are to be released to the parties in accordance with this Section 3.4. The fees and expenses of the Escrow Agent shall be borne equally by the Sellers on the one hand and Buyer on the other hand. The Parties shall promptly execute and deliver such instructions and other documents and take all other action as may be required to cause the Escrow Agent to release the Escrow Funds to the Parties as follows: (a) Except as set forth in Section 3.4(d), within one Business Day after the earlier of (i) the date upon which a binding settlement or compromise of the Subject Litigation has been reached, which settlement or compromise provides for an unconditional release of the Company or any successor in interest identified by Buyer to Sellers (whether by merger, consolidation or otherwise) from any liability or obligation arising with respect to the Subject Litigation or (ii) the date upon which a final judgment of a court of competent jurisdiction has been entered to the effect that the Company or any such successor in interest is not subject to liability in respect of the Subject Litigation, the Escrow Agent shall release to the Sellers (to such account or accounts as shall be designated by the Seller Representative) an amount equal to $7,000,000, plus one half of all interest or earnings included in the Escrow Funds (or, if less, the total amount of remaining Escrow Funds not previously released in accordance with this Section 3.4) (the "Litigation Escrow Amount"); (b) Within one Business Day after the date upon which (A) Buyer, the Company or any such successor in interest to the Company pays or becomes unconditionally obligated to pay (whether as a result of any final judgment or arbitral award or as a result of any settlement to which the Sellers have granted their consent in accordance with Section 12.3) any Losses for which it is entitled to receive indemnification from Sellers under Section 12.1 arising from a Third Party Claim, including in respect of the Subject Litigation, or (B) Sellers become unconditionally obligated to pay to Buyer (whether by agreement of the Parties or as a result of an arbitral award entered in favor of Buyer) any Losses for which Buyer is entitled to receive indemnification from Sellers under Section 12.1 arising from a Claim other than a Third Party Claim, the Escrow Agent shall release to the Buyer (to such account or accounts as shall be designated by the Buyer) an amount equal to such Losses; and (c) Except as set forth in Section 3.4(d), immediately upon the second anniversary of the Closing Date, the Escrow Agent shall release to the Sellers (to such account or accounts as shall be designated by the Seller Representative) all remaining Escrow Funds, other than the Litigation Escrow Amount (which may only be released in accordance with the terms of Section 3.4(a) above). (d) Notwithstanding Sections 3.4(a) and (c) above, the parties shall not be required to take action to cause the Escrow Agent to release Escrowed Funds to the Sellers in accordance with such provisions if Buyer shall have asserted good faith claims for indemnity under Section 12.1 which have not been finally resolved (the "Pending Claims"), to the extent that, after the release of such funds by the Escrow Agent as contemplated by Sections 3.4(a) or (c), the remaining Escrowed Funds held by the Escrow Agent would be insufficient to pay the amount necessary to cover Sellers' indemnification obligations in respect of such Pending Claims. (e) If, in order to secure the release of any Escrowed Funds in accordance with this Section 3.4, it is necessary for Buyer on the one hand or Sellers on the other hand to commence arbitration proceedings in accordance with Section 14.9, the arbitrator may, if it determines that the other party or parties (the "Nonconsenting Party") failed or refused to take action to release all or part of the Escrowed Funds to the other party (the "Other Party") as required by this Agreement and did not have a good faith basis for such failure or refusal, order the Nonconsenting Party to pay to the Other Party an amount equal to the interest that would have accrued on the portion of the Escrowed Funds that would have been released but for the failure or refusal on the part of the Nonconsenting Party, at a rate at 10% per annum, for each day from and after the commencement of such failure or refusal until the date upon which applicable portion of the Escrowed Funds was actually released to the Other Party.

  • 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 Section 6.1. Purchaser Orders; Product Quantities Section 6.2. Placement of Orders Section 6.3. PLC License Section 6.4. Failure to Supply Section 6.5. Technology Escrow and Transfer

  • 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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