Change to Reported Matters Sample Clauses

Change to Reported Matters. (1) In the case of a change in the trade name, representative, agent, signature, seal, location, or other matter reported to the Agent, of a Lender and the Borrower, written notice shall be promptly given to the Agent. (2) In the case where a notice under this Agreement is delayed or does not arrive as a result of a failure to report under the preceding item, it shall be deemed to have arrived at the time it could be expected to have arrived. J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only Schedule 2 PRINCIPAL/INTEREST PAYMENT CHART Number Principal Payment Date/ Interest Payment Date Principal Payment Ratio (*) The first (1st) October 18, 2018 1/20 The second (2nd) January 18, 2019 1/20 The third (3rd) April 18, 2019 1/20 The fourth (4th) July 18, 2019 1/20 The fifth (5th) October 18, 2019 1/20 The sixth (6th) January 18, 2020 1/20 The seventh (7th) April 18, 2020 1/20 The eighth (8th) July 18, 2020 1/20 The ninth (9th) October 18, 2020 1/20 The tenth (10th) January 18, 2021 1/20 The eleventh (11th) April 18, 2021 1/20 The twelfth (12th) July 18, 2021 1/20 The thirteenth (13th) October 18, 2021 1/20 The fourteenth (14th) January 18, 2022 1/20 The fifteenth (15th) April 18, 2022 1/20 The sixteenth (16th) July 18, 2022 1/20 The seventeenth (17th) October 18, 2022 1/20 The eighteenth (18th) January 18, 2023 1/20 The nineteenth (19th) April 18, 2023 1/20 The twentieth (20th) July 18, 2023 (Maturity Date) 1/20 * Ratio of the amounts to be paid by the Borrower to the Lenders on each Principal Payment Date (“Principal Payment Amount”) to the Aggregate of Individual Loan Drawdown Amount. Distributions with respect to principal to each Lender on each Principal Payment Date shall be made in the following way. Principal Payment Date Lenders other than Sumitomo Mitsui Banking Corporation Sumitomo Mitsui Banking Corporation Each Principal Payment Date other than Maturity Date Principal Payment Amount multiplied by Participation Ratio of each Lender (Amounts less than one Yen shall be rounded down) Principal Payment Amount minus aggregate amount of the distributions to other Lenders Maturity Date Principal amount of Outstanding Individual Loan Amount for each Lender J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only Schedule 3 FORM OF GUARANTEE J-Devices Corporation Syndicated Loan Agreement dated as of July 13, 2018 Translation For Reference Only Schedule 4 F...
Sample 1
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Change to Reported Matters. (1) In the case of a change in the trade name, representative, agent, signature, seal, location, or other matter reported to the Agent, of a Lender and the Borrower, a written notice shall be promptly given to the Agent. (2) In the case where a notice under this Agreement is delayed or does not arrive as a result of a failure to report under the preceding Item, it shall be deemed to have arrived at the time it could be expected to have arrived. Subordinated Syndicated Loan Agreement dated October 26, 2018, for Takeda Pharmaceutical Company Limited 43 Attachment 2 PRINCIPAL PAYMENT SCHEDULE, INTEREST PAYMENT DATE SCHEDULE 1. Principal Payment Schedule for Individual Loans Principal Payment Date Principal Payment Amount 60th anniversary of the Drawdown Date (Maturity Date) Initial loan drawdown amount(*) (*) The initial loan drawdown amount is the total amount of the Individual Loan disbursed by each of the Lenders under the Drawdown Notice relating to such loans. The allocation of payment amounts to each Lender on each Principal Payment Date is as set out below. Each Lender excluding Sumitomo Mitsui Banking Corporation Sumitomo Mitsui Banking Corporation Maturity Date For each Lender, the entire principal portion of its Outstanding Individual Loan Amount Subordinated Syndicated Loan Agreement dated October 26, 2018, for Takeda Pharmaceutical Company Limited 44 Attachment 3 [DATE] To: Sumitomo Mitsui Banking Corporation Inter-Market Settlement Department [ADDRESS] [NAME] [Registered Seal] DRAWDOWN NOTICE We refer to the Subordinated Syndicated Loan Agreement dated October 26, 2018 entered into by and between the Borrower and, inter alia, Sumitomo Mitsui Banking Corporation as the Agent (hereafter the “Agreement”. Defined terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement.) for the initial Total Commitment Amount of ¥500,000,000,000 as of the execution date of the Agreement, and subject to the terms and conditions thereof, we wish to borrow loans on the terms set out below. We confirm that as of the date of the Drawdown Notice and presently on the Requested Drawdown Date set out below, each condition precedent prescribed in Article 2-2 of the Agreement relating to the Lending Obligations is fulfilled. Total Amount Yen Requested Drawdown Date [•] [•] , [•] (Day of the Week) Purpose of Funds Repayment of the debt borrowed pursuant to the SSTL on the Requested Drawdown Date With respect to the Individual Loans t...
Sample 1
Change to Reported Matters.  In the case of a change in the trade name, representative, agent, signature, seal, location, or any other matter which has been reported to the Facility Agent, the Lenders and the Borrowers shall promptly notify the Facility Agent in writing. In case there is any change to the matters above in relation to the Facility Agent or in case of a change to the address of any of the Borrowers or the Lenders, the Facility Agent shall promptly notify in writing all the Lenders and the Borrowers of such fact. ‚ In case any notice under this Agreement has delayed or has not arrived as a result of a delay in report under the preceding item, it shall be deemed to have arrived at the time it should have arrived absent such delay. TRANSLATION OF THE ORIGINAL AGREEMENT IN JAPANESE 1 Commitment fee calculation period First Period Commitment Term commencement date April 28, 2011 Second Period The next day of the Commitment Fee Calculation Period End Date of the first period May 31, 2011 Third Period The next day of the Commitment Fee Calculation Period End Date of the second period June 30, 2011 Fourth Period The next day of the Commitment Fee Calculation Period End Date of the third period July 29, 2011 Fifth Period The next day of the Commitment Fee Calculation Period End Date of the fourth period August 31, 2011 Sixth Period The next day of the Commitment Fee Calculation Period End Date of the fifth period September 30, 2011 Seventh Period The next day of the Commitment Fee Calculation Period End Date of the sixth period December 31, 2011 Eighth Period The next day of the Commitment Fee Calculation Period End Date of the seventh period Commitment Period Expiration Date TRANSLATION OF THE ORIGINAL AGREEMENT IN JAPANESE 2 Schedule of repayment of principal of each Individual Loan Principal Repayment Date Principal Repayment Amount June 30, 2012 2.5% of the initial advanced amount September 30, 2012 2.5% of the initial advanced amount December 31, 2012 2.5% of the initial advanced amount March 31, 2013 2.5% of the initial advanced amount June 30, 2013 2.5% of the initial advanced amount September 30, 2013 2.5% of the initial advanced amount December 31, 2013 2.5% of the initial advanced amount March 31, 2014 2.5% of the initial advanced amount June 30, 2014 2.5% of the initial advanced amount September 30, 2014 2.5% of the initial advanced amount December 31, 2014 2.5% of the initial advanced amount March 31, 2015 2.5% of the initial advanced amount June 30, 2015 2.5% of t...
Sample 1

Related to Change to Reported Matters

  • NOTIFICATION OF PUBLIC EVENTS AND MEETINGS 2 A. CONTRACTOR shall notify ADMINISTRATOR of any public event or meeting funded in 3 whole or in part by the COUNTY, except for those events or meetings that are intended solely to serve 4 clients or occur in the normal course of business. 5 B. CONTRACTOR shall notify ADMINISTRATOR at least thirty (30) business days in advance 6 of any applicable public event or meeting. The notification must include the date, time, duration, 7 location and purpose of the public event or meeting. Any promotional materials or event related flyers 8 must be approved by ADMINISTRATOR prior to distribution. 9

  • Related Matters Notwithstanding anything herein to the contrary, additional conditions or restrictions related to such Options may be contained in the Plan or the resolutions of the Plan Committee authorizing such grant of Options.

  • Capitalization and Related Matters (a) The Company has an authorized capital consisting of 230,000,000,000 shares of Common Stock and 25,000,000 shares in total of Series A-2 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series C Preferred Stock and collectively with the Series E Preferred Stock, “Preferred Stock”, of which 13,489,918,237 shares of Common Stock and 3,000 shares of Preferred Stock are issued and outstanding as of the date hereof (after giving effect to the transactions contemplated hereby) as set forth on Schedule 3.2(a) hereto. All of the outstanding shares of the Company’s capital stock are, and immediately after the Closing will be, validly issued and outstanding, fully paid and non-assessable. No such stock (i) was issued in violation of the preemptive rights of any shareholder or (ii) is held as treasury stock. All of the outstanding capital stock of the Company was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. (b) Except as set forth on Schedule 3.2(b) hereto, there are no outstanding securities convertible into Common Stock or any other capital stock of the Company nor any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, such capital stock or securities convertible into such capital stock (collectively, “Securities Rights”). Except as set forth on Schedule 3.2 hereto the Company (i) is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its capital stock; or (ii) has no liability for dividends or other distributions declared or accrued, but unpaid, with respect to any capital stock. (c) Except as set forth on Schedule 3.2(c) hereto, the Company is not a party to any agreement, understanding or arrangement, direct or indirect, relating to any class or series of the Company’s capital stock, including, without limitation, any voting agreement, restriction on resale, shareholder agreement or registration rights agreement.

  • Certain Additional Matters (a) Any arbitration award shall be a bare award limited to a holding for or against a party and shall be without findings as to facts, issues or conclusions of law (including with respect to any matters relating to the validity or infringement of patents or patent applications) and shall be without a statement of the reasoning on which the award rests, but must be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any arbitration award hereunder may be entered in any court having jurisdiction thereof. (b) Prior to the time at which an arbitrator is appointed pursuant to Section 8.4, any party may seek one or more temporary restraining orders in a court of competent jurisdiction if necessary in order to preserve and protect the status quo. Neither the request for, or grant or denial of, any such temporary restraining order shall be deemed a waiver of the obligation to arbitrate as set forth herein and the arbitrator may dissolve, continue or modify any such order. Any such temporary restraining order shall remain in effect until the first to occur of the expiration of the order in accordance with its terms or the dissolution thereof by the arbitrator. (c) Except as required by law, the parties shall hold, and shall cause their respective officers, directors, employees, agents and other representatives to hold, the existence, content and result of mediation or arbitration in confidence in accordance with the provisions of Article VIII and except as may be required in order to enforce any award. Each of the parties shall request that any mediator or arbitrator comply with such confidentiality requirement. (d) If at any time the sole arbitrator shall fail to serve as an arbitrator for any reason, the parties shall select a new arbitrator who shall be disinterested as to the parties and the matter in accordance with the procedures set forth herein for the selection of the initial arbitrator. The extent, if any, to which testimony previously given shall be repeated or as to which the replacement arbitrator elects to rely on the stenographic record (if there is one) of such testimony shall be determined by the replacement arbitrator.

  • The Merger and Related Matters 4 Section 2.01. Certificate of Merger.................................................4 Section 2.02. The Effective Time....................................................4 Section 2.03. Certain Effects of the Merger.........................................4 Section 2.04. Effect of the Merger on Capital Stock.................................5 Section 2.05. Delivery, Exchange and Payment........................................6 Section 2.06. Merger Consideration Calculation......................................7 Section 2.07. Fractional Shares.....................................................7

  • Section 16 Matters Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

  • Compliance with Laws; Payment of Taxes and Liabilities (a) Comply, and cause each other Loan Party to comply, in all material respects with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect; (b) without limiting clause (a) above, ensure, and cause each other Loan Party to ensure, that no person who owns a controlling interest in or otherwise controls a Loan Party is or shall be (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, (c) without limiting clause (a) above, comply, and cause each other Loan Party to comply, with all applicable Bank Secrecy Act (“BSA”) and anti-money laundering laws and regulations and (d) pay, and cause each other Loan Party to pay, prior to delinquency, all taxes and other governmental charges against it or any collateral, as well as claims of any kind which, if unpaid, could become a Lien on any of its property; provided that the foregoing shall not require any Loan Party to pay any such tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP and, in the case of a claim which could become a Lien on any collateral, such contest proceedings shall stay the foreclosure of such Lien or the sale of any portion of the collateral to satisfy such claim.

  • Environmental, Health and Safety Matters (a) Comply in all material respects with all applicable Environmental Laws, including, without limitation, obtaining and complying with and maintaining any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws. For purposes of this Section 5.12(a), material noncompliance by the Company, any of its Subsidiaries or any tenant or subtenant, with any applicable Environmental Law shall be deemed not to constitute a breach of this covenant provided that, upon learning of any actual or suspected material noncompliance, the Company and the relevant Subsidiaries shall promptly undertake all reasonable efforts to achieve material compliance (or contest in good faith by appropriate proceedings the alleged violation or applicable Environmental Law at issue and (to the extent required by GAAP) provide on the books of the Company or any of its Subsidiaries, as the case may be, reserves in accordance with GAAP with respect thereto), and provided further that, in any case, such noncompliance, and any other noncompliance with applicable Environmental Law, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding applicable Environmental Laws, except to the extent that the validity thereof is currently being contested in good faith by appropriate proceedings and (to the extent required by GAAP) reserves in accordance with GAAP with respect thereto have been provided on the books of the Company or any of its Subsidiaries, as the case may be. (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, subsidiaries, affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the Company or any of its Subsidiaries or any of their respective operations or properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of (or, as determined pursuant to a claim initiated by the Company, breach in bad faith of its express obligations under the applicable Loan Documents by) the party seeking indemnification therefor, in each case, as determined by a final non-appealable judgment by a court of competent jurisdiction. This indemnity shall continue in full force and effect regardless of the termination of this Agreement.

  • Equality of Treatment Unless otherwise provided in this Agreement, the persons specified in Article 3, who ordinarily reside in the territory of a Contracting State, shall receive equal treatment with nationals of that Contracting State in the application of the legislation of that Contracting State.

  • SEC Matters (a) Buyer has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, furnished or submitted by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Buyer SEC Reports”). Each of the Buyer SEC Reports, at the time of its filing or being furnished or submitted complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) the Buyer SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (b) Buyer is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein.

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