CHANGE OF LAW OR REGULATION OR MARKET STRUCTURE Sample Clauses

CHANGE OF LAW OR REGULATION OR MARKET STRUCTURE. Without prejudice to the rights of the Parties under Clause 9, in the event that there is a Relevant Change during the subsistence of this Framework Agreement, and as a result of such Relevant Change: this Framework Agreement or any provision of this Framework Agreement is or becomes invalid, illegal or unenforceable, or is declared by any court of competent jurisdiction or any other Regulatory Body to be invalid, illegal or unenforceable; or a Regulatory Body: refuses, or formally indicates an intention to refuse, any necessary authorisation of, or exemption to, any of the provisions of or arrangements contained in this Framework Agreement (in the case of a refusal either by way of outright refusal or by way of a requirement that this Framework Agreement be amended or any of its provisions be deleted or that a Party give an undertaking or accept a condition as to future conduct); formally indicates that to continue to operate any provision of this Framework Agreement may expose either or both of the Parties to sanctions under Law, or requests any Party to give undertakings or to accept conditions as to future conduct in order that such Party may not be subject to such sanctions; or (subject to Clause 5.14) it becomes impossible to carry out the calculations which are required to be carried out under this Framework Agreement, (a “Relevant Change Effect”) without amending this Framework Agreement to remedy or avoid that Relevant Change Effect, then either Party shall, as soon as reasonably practicable after becoming aware of a Relevant Change, give notice in writing to the other Party (an “Amendment Notice”) specifying:
Sample 1Sample 2
AutoNDA by SimpleDocs
CHANGE OF LAW OR REGULATION OR MARKET STRUCTURE. Without prejudice to the rights and obligations of the Parties under Schedule 14, in the event that there is a Relevant Change during the Term and, as a result of such Relevant Change: this Framework Agreement or any provision of this Framework Agreement is or becomes invalid, illegal or unenforceable, or is declared by any court of competent jurisdiction or any other regulatory body to be invalid, illegal or unenforceable; a regulatory body: refuses, or formally indicates an intention to refuse, any necessary authorisation of, or exemption to, any of the provisions of or arrangements contained in this Framework Agreement (in the case of a refusal either by way of outright refusal or by way of a requirement that this Framework Agreement be amended or any of its provisions be deleted or that a Party give an undertaking or accept a condition as to future conduct); or formally indicates that to continue to operate any provision of this Framework Agreement may expose either or both of the Parties to sanctions under Law, or requests any Party to give undertakings or to accept conditions as to future conduct in order that such Party may not be subject to such sanctions; or it becomes impossible to carry out the calculations which are required to be carried out under this Framework Agreement, (“Relevant Change Effect”) then either Party shall, as soon as reasonably practicable after becoming aware of a Relevant Change, give notice in writing to the other Party (“Amendment Notice”) specifying: the Relevant Change and Relevant Change Effect which has occurred, giving reasonable details of such Relevant Change and Relevant Change Effect; and the amendments to this Framework Agreement proposed by such Party which are or may be required in order to remedy or avoid such Relevant Change Effect. Within ten (10) Working Days of receipt of the Amendment Notice, the Parties shall meet and negotiate with a view to agreeing: whether or not the Relevant Change and the Relevant Change Effect specified in that Amendment Notice have occurred; and the amendments, if any, to this Framework Agreement which are required in order to remedy or avoid such Relevant Change Effect and which as closely as possible reflect the commercial intent of this Framework Agreement and which, if applicable, are satisfactory to all relevant regulatory bodies. In the event that the Parties do not so agree through negotiation pursuant to Clause 10.2 within fifteen (15) Working Days of receipt of the Amen...
Sample 1Sample 2
CHANGE OF LAW OR REGULATION OR MARKET STRUCTURE. 15.1 Application of this Clause: This Clause 15 applies to:
Sample 1

Related to CHANGE OF LAW OR REGULATION OR MARKET STRUCTURE

  • Change of Law In this Agreement, unless the context otherwise requires, references to a statutory provision include references to that statutory provision as from time to time amended, extended or re- enacted and any regulations made under it, provided that in the event that the amendment, extension or re-enactment of any statutory provision or introduction of any new statutory provision has a material impact on the obligations of either Party, the Parties will negotiate in good faith to agree such amendments to this Agreement as may be appropriate in the circumstances. If, within a reasonable period of time, the Supplier/Service Provider and Transnet cannot reach agreement on the nature of the changes required or on modification of Prices, delivery schedules, warranties, or other terms and conditions, either Party may seek to have the matter determined in accordance with clause 32 [Dispute Resolution] above.

  • Provisions in Conflict with Law or Regulation (a) The provisions of this Declaration are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Declaration; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration or render invalid or improper any action taken or omitted prior to such determination. (b) If any provision of this Declaration shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration in any jurisdiction.

  • Provisions in Conflict with Law or Regulations (a) The provisions of this Declaration of Trust are severable, and if the Board of Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the Code, the DSTA, or with other applicable laws and regulations, the conflicting provision shall be deemed not to have constituted a part of this Declaration of Trust from the time when such provisions became inconsistent with such laws or regulations; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination. (b) If any provision of this Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration of Trust in any jurisdiction.

  • State Takeover Statutes The Board of Directors of the Company has approved the Merger and this Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

  • Application of Takeover Protections The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

  • Effect of Later Determination In the event the parties agree or a court of competent jurisdiction determines (or the parties agree to settle with a consent determination) that a default is wrongful or not the fault of the Contractor, the termination shall be considered to be a Termination for Convenience and the sole remedy available to the Contractor shall be the contractual treatment of the termination as termination for convenience pursuant to Section 23.0 above and without any other damages or relief.

  • Application of Takeover Protections; Rights Agreement The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

  • Application of Takeover Protections; Rights Agreements The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

  • Changes in Capital Adequacy Regulations If a Lender determines the amount of capital required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender determines is attributable to this Agreement, its Loans or its Commitment to make Loans hereunder (after taking into account such Lender's policies as to capital adequacy). "Change" means (i) any change after the date of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender. "Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

  • Anti-Takeover Statutes If any “control share acquisition,” “fair price,” “moratorium,” or other anti-takeover Law becomes or is deemed to be applicable to Parent, the Merger Sub, the Company, the Merger, or any other transaction contemplated by this Agreement, then each of the Company and the Company Board on the one hand, and Parent and the Parent Board on the other hand, shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover Law inapplicable to the foregoing.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!