Conditions to Subscription. Trading Partner acknowledges and agrees that its failure to comply with any of the following material covenants, conditions and obligations, or any of the other terms and conditions contained in this attachment, shall constitute a breach hereof and shall be grounds for the immediate termination by GS1 GDSN of Trading Partner’s participation in the GDSN.
A. Access and Participation in GS1 Global Registry/GDSN. Trading Partner shall participate in the GDSN and obtain access to the GS1 Global Registry TM through one Data Pool which has complied with all applicable GS1 GDSN certification requirements. However, based on a Trading Partner’s business needs, a Trading Partner may join more than one Data Pool to obtain access to the GS1 Global RegistryTM and GDSN. If Trading Partner undertakes to become a Data Pool, it must separately execute a Global Registry Access and License Agreement with GS1 GDSN.
B. GDSN Data. All GDSN Data must comply with GS1 System Standards, either directly or through third party data alignment via a GDSN Data Pool.
Conditions to Subscription. This subscription shall be deemed to be accepted by the Company only when it is signed by the Company. Subscriber has executed and delivered this Subscription Agreement and hereby agrees to tender the Purchase Price at Closing in accordance with the terms hereof. If this subscription is rejected by the Company in its sole and absolute discretion or because the Company terminates or cancels the Offering, this Subscription Agreement shall thereafter be of no further force or effect.
Conditions to Subscription. Subject to other applicable provisions of this Subscription Agreement (including without limitation Sections 5, 11, and 18 hereof), Purchaser understands and agrees that this subscription is made subject to the following terms and conditions:
(a) This subscription shall be deemed to be accepted by the Company only when it is signed by the Company;
(b) Subscriber may not revoke, cancel or terminate this subscription unless the Company cancels or terminates the Offering; and
(c) Subscriber has executed and delivered this Subscription Agreement and hereby agrees to tender the Purchase Price to be paid at each Closing in accordance with the terms hereof. If this subscription is rejected by the Company in its sole and absolute discretion or because the Company terminates or cancels the Offering, this Subscription Agreement shall thereafter be of no further force or effect.
Conditions to Subscription. Trading Partner acknowledges and agrees that its failure to comply with any of the following material covenants, conditions and obligations, or any of the other terms and conditions contained in this attachment , shall constitute a breach hereof and shall be grounds for the immediate termination by GS1 Data Excellence of Trading Partner’s participation in the GDSN.
A. Access and Participation in GS1 Global Registry/GDSN. Trading Partner shall participate in the GDSN and obtain access to the GS1 Global Registry TM through one Data Pool which has complied with all applicable GS1 Data Excellence certification requirements. However, based on a Trading Partner’s business needs, a Trading Partner may join more than one Data Pool to obtain access to the GS1 Global RegistryTM and GDSN. If Trading Partner undertakes to become a Data Pool, it must separately execute a Global Registry Access and License Agreement with GS1 Data Excellence.
B. GDSN Data. All GDSN Data must comply with GS1 System Standards, either directly or through third party data alignment via a GDSN Data Pool.
C. Standards and Policies. Trading Partner shall comply with all standards and policies adopted and/or implemented by GS1 Data Excellence from time to time governing the GDSN and the GS1 Global RegistryTM, including, but not limited to, access and service level standards, acceptable use policies, developmental and technical functionality, certification and marketing, educational and training policies and standards. Trading Partner acknowledges that GS1 Data Excellence reserves the right to amend and modify such standards and policies and may introduce modifications, changes, enhancements, new versions and new releases to all or part of the GDSN from time to time. GS1 Data Excellence agrees that each policy and standard will be published and will be made available to Trading Partner’s Data Pool at least 120 days prior to the effective date, and further acknowledges that such amendment, modification, changes, etc. shall become effective as against such Trading Partner on the effective date thereof. Trading Partner agrees that in the event of any ambiguity, inconsistency or other question of interpretation concerning any standards or policies adopted by GS1 Data Excellence, the determination of the GS1 Data Excellence Board of Directors shall be conclusive and binding.
D. Participation Agreement. Trading Partner acknowledges that GS1 Data Excellence reserves the right to amend, modify or change ...
Conditions to Subscription. The Purchaser understands and agrees that this subscription is made subject to the following terms and conditions:
(a) This subscription shall be deemed to be accepted by the Company only when it is signed by the Company;
(b) You may not revoke, cancel or terminate this subscription unless the Company cancels or terminates the Offering;
(c) The Company has the right to accept or reject this subscription in whole or in part; and
(d) You have executed and delivered this Subscription Agreement and hereby agree to tender the Purchase Price within two (2) business days of receipt of written notice from the Company advising you to do so. If this subscription is rejected by the Company in its sole and absolute discretion or because the Company terminates or cancels the Offering, the Company shall promptly return the Purchase Price received from the Purchaser without interest thereon or deduction therefrom, and this Subscription Agreement shall thereafter be of no further force or effect.
Conditions to Subscription. 3.1 Subject to Clause 3.2, Completion is subject to and conditional on:
(a) the satisfactory completion of the Xxxxxxx Xxxxx KYC Requirements in relation to the Company, each of the Original Shareholders, and any and all additional parties to this Agreement, the Shareholders’ Agreement, or any other Transaction Document to the extent that such parties are not directly or indirectly controlled by a member of the Xxxxxxx Sachs Group;
(b) each Transaction Document having been executed by the parties thereto (or, in the case of the Articles, approved by the Board and the necessary majority of Original Shareholders);
(c) the company books and share ledgers of the Company having been fully updated to accurately reflect the complete and accurate details of all persons holding share interests of any kind in the Company, including but not limited to the Original Shareholders;
(d) the Company having received and having delivered to the Preferred Shareholders, written waivers in the form agreed among the Parties from Burger King and Popeyes under their Master Franchise Agreements;
(e) the Company having applied to the Provincial Directorate of the Ministry of Customs and Trade in Turkey with regards to the appointment of a Ministry representative to be present at the general assembly meeting;
(f) the Company having adopted a Board resolution which shall set out (i) a reasonable draft timetable and implementation plan (satisfactory to the Subscribers) in connection with the anti-corruption policy to be adopted and implemented by the TFI Group, (ii) a global anti-corruption compliance programme to be applied to the operations of the TFI Group Companies, such programme being designed to comply fully with all applicable Turkish anti-corruption laws and meeting generally recognised international best practice standards for anti-corruption policy, as further described in Schedule 9 of the Shareholders’ Agreement, and (iii) a resolution to prepare and deliver on Completion the written anti-corruption policy set out at Paragraph 3(l) of Schedule 3;
(g) EBRD not having communicated to the Company and the Original Shareholders, whether orally or in writing, that the Board of Governance of EBRD has decided, in accordance with Article 8, paragraph 3 of the Agreement Establishing the European Bank for Reconstruction and Development, that access by the Republic of Turkey to EBRD resources should be suspended or otherwise modified;
(h) the Company having received and having deliver...
Conditions to Subscription. I understand that the Company has the right to accept or reject this Offer, in whole or part, for any reason whatsoever; and I agree to comply with the terms of this Subscription Agreement and to execute and deliver any and all further documents requested by the Company. I understand that this subscription is not effective until the Company accepts it by countersigning this Subscription Agreement by an authorized officer.
Conditions to Subscription. The undersigned understands and agrees that this Subscription is made subject to the following terms and conditions:
Conditions to Subscription. (a) Each party’s obligation to consummate the Subscription Closing shall be subject to the fulfillment (or waiver by all parties, to the extent permissible under applicable Law) at or prior to the Subscription Closing of the following conditions:
(i) All conditions to Sunoco’s and NuStar’s obligations to consummate, or cause to be consummated, the Closing shall have been satisfied or waived by the party entitled to the benefit thereof under the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), and the Closing will be consummated immediately following the Subscription Closing.
(ii) No temporary restraining order, preliminary or permanent injunction or other writ, injunction, judgment or decree preventing the consummation of the transactions contemplated by this Agreement shall have been issued by any court of competent jurisdiction or other Governmental Authority and remain in effect, and no statute, rule, regulation or order shall have been enacted, entered, enforced or deemed applicable to the Subscription that makes consummation of the Subscription illegal.
(b) Sunoco Retail’s obligation to consummate the Subscription Closing shall be subject to the fulfillment (or waiver by all parties, to the extent permissible under applicable Law) at or prior to the Subscription Closing of the following conditions:
(i) The representations and warranties of NuStar set forth in Section 5, without giving effect to any materiality qualifications set forth therein, shall have been accurate in all respects as of the entry into this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, except where such inaccuracies, individually or in the aggregate, would not have a Partnership Material Adverse Effect.
(c) NuStar’s obligation to consummate the closing of the Subscription shall be subject to the fulfillment (or waiver by all parties, to the extent permissible under applicable Law) at or prior to the Subscription Closing of the following conditions:
(i) The representations and warranties of Sunoco Retail set forth in Section 6, without giving effect to any materiality qualifications set forth therein, shall have been accurate in all respects as of the entry into this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date, except where such inaccur...
Conditions to Subscription. 4.1 The subscription obligations of CDT hereunder are in all respects conditional upon those matters (the “Conditions”) listed in Schedule 1 (Conditions to Completion).
4.2 Opsys will use reasonable endeavours to fulfill or procure the fulfillment of the Conditions and acting through Xxxxxxx Xxxxxx and Xxxxxx Xxxxxxxxx shall keep CDT advised of progress towards satisfaction of such conditions and will notify CDT as soon as practicable and in any event within two days of the satisfaction of such Conditions.
4.3 CDT may waive in whole or in part all or any of the Conditions or extend the period in which the Conditions are to be satisfied.
4.4 Opsys shall disclose to CDT, in writing, any matter of which they are aware which will or is likely to prevent any of the Conditions from being satisfied on the date initially set for Completion within two Business Days of it coming to its notice.
4.5 [Intentionally Left Blank]
4.6 If:
(a) any fact which would prevent any of the Conditions from being satisfied on the Completion Date (whether it does so because of any disclosure made under sub-clause 4.4 or not) comes to the knowledge of CDT where such fact is not reasonably capable of remedy prior to the Completion Date to the effect that such conditions would then be satisfied before Completion; or
(b) any of the conditions is not fulfilled (notwithstanding the required reasonable endeavours in sub-clause 4.2) or waived by CDT by the Long Stop Date, the Opsys UK Option and the Opsys Option shall lapse and CDT may terminate this agreement by notice in writing to Opsys.
4.7 If the agreement is terminated in accordance with sub-clause 4.6, all obligations of the parties under this agreement shall end except those expressly stated to continue without limit in time but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall continue to exist provided always that all put and call option rights and obligations under clauses 3 and 9 and all rights and obligations under clause 7 shall end and have no further force or effect.
