CLOSING PREPARATIONS Sample Clauses

CLOSING PREPARATIONS. 7 5. CLOSING................................................................. 8
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CLOSING PREPARATIONS. 4.1 The parties shall duly execute forms CM25 in terms of which they consent to waive the statutory period of notice of the general meetings of shareholders of the Companies which are to be held on the Closing Date as provided in Clause 5.1. 4.2 The Seller shall before the Closing Date procure the written resignations which are to be delivered on the Closing Date in terms of Clauses 5.2 below. 4.3 The parties shall procure that each of the Companies convenes a meeting of its directors and that resolutions of directors are passed on or before the Closing Date - 4.3.1 approving the transfer of the Purchased Shares in that Company to the Purchaser and/or the Purchaser's nominees; 4.3.2 appointing new directors nominated by the Purchaser; and 4.3.3 accepting the resignations of directors which are to be delivered on the Closing Date in terms of Clause 5.2. 4.4 The Purchaser shall ensure that EMSA shall before the Closing Date conduct such consultations with its employees and carry out all such labor relations procedures as may be required in connection with this Share Sale Agreement, the Retirement Funds and Health Plan Agreement which is to be executed in the form of Appendix 3, the establishment of a new Medical Aid / Health Scheme in terms of Clause 3.1.5 and the establishment of new Pension and/or Provident Funds in terms of Clause 3.1.
CLOSING PREPARATIONS. The Sellers have accomplished all actions necessary to assure that the representations and warranties are true and correct and all activities necessary to the Closing are completed, including, without limitation, the exercise by certain Sellers of options for depository receipts issued by the Foundation Trust Office PanGenetics 8. V. ("FTO-PG") and subsequent dissolution of FTO-PG and delivery to such Sellers, respectively, of the Company Shares due them upon such dissolution.
CLOSING PREPARATIONS. 4.1 INET shall, as promptly as practicable after the date of the Agreement, make available to SBS and it's shareholders all the material information about INET necessary to enable SBS and it's shareholders make an informed investment decision as to the acquisitions of INET Common Stock to be issued pursuant to the Agreement. In addition to it's corporate and financial records and the other written material to be delivered pursuant to the provisions of this paragraph, INET shall make available to SBS and it's shareholders, members of INET's management and it's legal and accounting advisors to any questions SBS and/or it's shareholders may have concerning INET and it's Common Stock. 4.2 It is understood and agreed by the parties that: (a) the INET Common Stock to be issued to the present stockholders of SBS will constitute "restricted securities" as that term is defined under the Securities Act of 1933 ("Act") (b) the INET Common Stock being so issued is being offered and sold in reliance upon the exemption from the registration requirements of Section 5 of the Act set out in Section 4(2) of the Act as a transaction not involving any public offerings (c) the INET Common Stock is being acquired solely for investment and not for the purpose of resale or other distribution (d) no sale or transfer of the INET Common Stock being issued hereunder may be made unless INET has been provided with an opinion of counsel satisfactorily to INET that the purported sale or transfer can be made without occasioning a violation of the registration requirements of the federal and any applicable state securities law. 4.3 SBS agrees that the stock certificates to be issued representing the INET Common Stock shall bear a legend substantially as follows: "The Shares represented by this Certificate have not been registered under the Securities Act of 1933 (the "Act") or the securities laws of any state and such shares may not be sold or transferred except upon registration under such Act and applicable state laws or upon delivery of an opinion of counsel acceptable to the Corporation that registration is not required for such sale or transfer." 4.4 Prior to the closing INET shall take all corporate action necessary to authorize and direct it's officers to carry out and complete the actions necessary on the part of INET to complete the transactions provided for in the Agreement. 4.5 Prior to the Closing, INET shall take all action necessary to cause Acquisition's Board of Directors a...
CLOSING PREPARATIONS 

Related to CLOSING PREPARATIONS

  • Joint Preparation The preparation of this Agreement has been a joint effort of the parties and the resulting documents shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.

  • Preparation Awarded vendor shall not begin a project for which TIPS Member has not prepared the site, unless awarded vendor does the preparation work at no cost, or until TIPS Member includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre-installation requirements. Registered sex offender restrictions: For work to be performed at schools, awarded vendor agrees that no employee of a sub-contractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably expected to be, present. Awarded vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the TIPS Member’s discretion. Awarded vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. Safety measures: Awarded vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Awarded vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage.

  • Site Preparation Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices ("User Documentation"). User Documentation will include all required environmental specifications for the professional services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Customer or Axon), Customer must prepare the location(s) where Axon Devices are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation. Following installation, Customer must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Customer when Axon generally releases it

  • Surface Preparation Clean the surface to be treated of all dust, dirt, clay, grass, sod and any other deleterious matter before application of the asphalt surface treatment.

  • Preparation of the Financial Statements The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement of operations, shareholders’ equity and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

  • Proposal Preparation The contractor shall assume all costs associated with preparation of proposals for task order awards under the proposal process as an indirect charge (B&P costs). The Government will not reimburse awardees for proposals as a direct charge.

  • Preparation Periods 31-1 The School District agrees to maintain daily preparation periods during the student day in all junior and senior high schools. At schools where block scheduling is in effect, the total preparation time provided shall be equal to the preparation time provided at schools not operating on a block schedule. 31-2 The School District shall maintain at each elementary school a minimum of two hundred and fifty (250) minutes preparation time per week per teacher, during the students’ instructional day, in not less than forty- (40) minute blocks. Each elementary school shall be allocated and assigned library aide hours per school day in accordance with the following schedule: This aide time is provided in addition to the assigned media clerk time. Library aide time is guaranteed for the school year once set on a school year basis. There will be no changes in library aide time allocated due to fluctuation in enrollment. This provision for allocating library aide time will only remain as part of this Agreement if librarians are used to provide preparation time to elementary teachers. 31-3 Preparation time provided for in this Article shall be utilized by teachers in a manner which enables further development and refinement of professional skills and for instructional effectiveness. 31-4 Although it does not relate to any mandatory subject of bargaining, the School District states that it is its aim and objective to establish a maximum class load of thirty (30) students in grades 4, 5, and 6. 00-0 Xxx Xxxxxxxx may direct use of teacher preparation periods if such directed use is infrequent, advance notice is given and the District’s use of the teacher’s preparation period must not consume an entire period.

  • Preparation and Submission The Recipient will: (a) submit to the Province at the address referred to in section A17.1, all Reports in accordance with the timelines and content requirements as provided for in Schedule “F”, or in a form as specified by the Province from time to time; (b) submit to the Province at the address referred to in section A17.1, any other reports as may be requested by the Province in accordance with the timelines and content requirements specified by the Province; (c) ensure that all Reports and other reports are completed to the satisfaction of the Province; and (d) ensure that all Reports and other reports are signed on behalf of the Recipient by an authorized signing officer.

  • Costs of negotiation, preparation etc The Borrowers shall pay to the Agent on its demand the amount of all expenses incurred by the Agent or the Security Trustee in connection with the negotiation, preparation, execution or registration of any Finance Document or any related document or with any transaction contemplated by a Finance Document or a related document.

  • Preparation and Filing If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable: (a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereof; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares covered by such registration statement; (c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares; (d) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes; (e) at any time when a prospectus covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and (g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.

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