DIP Election Procedures Sample Clauses

DIP Election Procedures. The procedures governing the participation of the Prepetition Term Lenders and the Prepetition IPCo Noteholders in the DIP Facility (the “DIP Election Procedures”), as set forth in the DIP Credit Agreement, are fair and reasonable.
Sample 1
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DIP Election Procedures. The DIP Election Procedures are hereby approved. The DIP Agent may, in connection with allocations of the commitments under the DIP Facility or any other allocations contemplated to be made pursuant to, and in accordance with, the DIP Credit Agreement, conclusively rely on, and shall have no obligation to determine, investigate or confirm, and shall incur no liability whatsoever with respect to, any ownership information with respect to the Prepetition Term Obligations and Prepetition IPCo Notes Obligations as set forth on any election joinder (the form of which is attached as Exhibit M to the DIP Credit Agreement) submitted by an Electing DIP Term Lender (as defined in the DIP Credit Agreement). The DIP Agent may conclusively rely on any allocations of the commitments under the DIP Facility as provided to the DIP Agent by the advisors to the Debtors and/or Ad Hoc Committee without incurring liability therefor.
Sample 1

Related to DIP Election Procedures

  • Election Procedures Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article III, to submit an election with respect to the shares of Company Virginia Sub Common Stock to be received by such holder in the Reincorporation Merger in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of this Section 3.1 (herein called an “Election”) (i) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Share Election and (ii) the number of shares of Company Virginia Sub Common Stock to be owned by such Holder as a result of the Reincorporation Merger with respect to which such Holder desires to make a Cash Election. (b) Parent shall prepare a form reasonably acceptable to the Company (the “Form of Election”) which shall be mailed to record holders of Company Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline. (c) Parent shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of the Company who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline. The Form of Election shall contain instructions for effecting the surrender of Company Certificates (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) in exchange for receipts representing the Parent ADSs, as well as the Cash Consideration and cash in lieu fractional shares and, if any Holder so elects and subject to the proviso to the last sentence of Section 2.4(a)(iv), Parent Ordinary Shares in account entry form in lieu of Parent ADSs. (d) Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the “Exchange Agent Agreement”) entered into prior to the mailing of the Form of Election to Company stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Company Certificate(s) (which, following the Reincorporation Merger shall represent Company Virginia Sub Common Stock) to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided, that such Company Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Company Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Parent, in its sole discretion. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that Parent and the Company shall agree is as near as practicable to five (5) business days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than twenty (20) business days before, and at least ten (10) business days prior to, the Election Deadline.

  • Selection Procedures In selecting the Loan Assets to be Pledged pursuant to this Agreement, no selection procedures were employed which are intended to be adverse to the interests of the Lenders.

  • Notification Procedures To address non-compliance, the receiving Competent Authority would notify the providing Competent Authority pursuant to Article 5 of the IGA. The notification procedures would differ depending upon whether the receiving Competent Authority seeks to address administrative or other minor errors or significant non-compliance.

  • Collection Procedures (a) On or before the Closing Date, the Seller and the Purchaser shall have established and shall maintain thereafter the system of collecting and processing Collections of Receivables in accordance with Section 2.02 of the Servicing Agreement. (b) The Seller shall cause all in-store payments to be (i) processed as soon as possible after such payments are received by the Seller but in no event later than the Business Day after such receipt, and (ii) delivered to the Servicer or, if a Daily Payment Event has occurred, deposited in the Collection Account no later than the second Business Day following the date of such receipt. (c) The Seller and the Purchaser shall deliver to the Servicer or, if a Daily Payment Event has occurred, deposit into the Collection Account all Recoveries received by it within two Business Days after the Date of Processing for such Recovery. (d) Any funds held by the Seller representing Collections of Receivables shall, until delivered to the Servicer or deposited in the Collection Account, be held in trust by the Seller on behalf of the Trustee as part of the Trust Estate. (e) The Seller hereby irrevocably waives any right to set off against, or otherwise deduct from, any Collections. (f) The Seller acknowledges that Seller shall not have any right, title or interest in and to any Trust Account.

  • Selection Procedure 10.2.4.1 Internal applicants shall be defined as all applicants with seniority in accordance with Article 12.5. 10.2.4.2 In filling a posted vacancy, first consideration shall be given to internal applicants who meet the stated qualifications. All Faculty members who meet the stated qualifications for the posted vacancy shall be interviewed by the Selection Committee. Past service and evaluations shall be considered by the Committee. The best qualified candidate shall be recommended for appointment to the position. 10.2.4.3 Where the qualifications of two or more of the applicants are relatively equal, the applicant with the greatest seniority shall be recommended for appointment to the position. 10.2.4.4 In establishing the qualifications, and in evaluating the qualifications and past performance of the applicants, the committee shall act in good faith, in a fair and reasonable manner, and shall not act in an arbitrary or discriminatory fashion. 10.2.4.5 Following the interviews, the committee will submit its recommendations containing a list of qualified candidates in order of preference, through the appropriate Xxxx to the President or delegate. 10.2.4.6 New faculty members shall be appointed only when there are no qualified internal applicants. 10.2.4.7 If there are no qualified internal applicants, the selection committee may consider external applications, in accordance with the procedure outlined above. 10.2.4.8 Internal applicants will be advised as soon as possible of the selection committee's decision that the committee will be considering external applications in accordance with Article 10.2.4.7.

  • Application Procedures i) An employee applies for a listing on the system-wide registry through the employee’s Human Resources Department by completing the form in Appendix A. ii) The institution will immediately forward the completed form to the PSEA who will list eligible employees on the system-wide registry. iii) A registrant is responsible to ensure the information is current and to immediately notify the Employer and the local Union if the registrant is no longer available for employment through the Registry.

  • Termination Procedures The Contractor acknowledges that this Agreement may be terminated for Convenience or Default.

  • Induction Procedures a) The parties to this Agreement acknowledge that it is in the interests of the industry that all new employees and employers on a building project understand their obligations to this Agreement and are introduced to their jobs in a manner which will help them work safely and efficiently. b) In order to achieve this it is recommended that, in conjunction with the Site Management, Job Xxxxxxx and Safety Supervisor/Safety Committee, new employees and new employers be given an explanation of the following: ⮚ The Rights and Obligations of this Agreement including its disputes/grievance resolution procedures; ⮚ The appropriate issue of work clothing and safety equipment as per this Agreement; ⮚ Safety Rules and Procedures including relevant legislation; ⮚ Superannuation entitlements; ⮚ Long Service Leave provisions; ⮚ Redundancy Pay entitlements; ⮚ Site Emergency procedures; ⮚ Award or Enterprise Agreement rates of pay; ⮚ Site-specific matters such as security, etc. procedures; ⮚ Rights, obligations and benefits of union membership. c) The induction presentation and material shall have regard to the language skills of the employee/employer.

  • Collection Procedure Escrow Agent is hereby authorized to deposit the proceeds of each wire in the Escrow Account.

  • Transaction Procedures All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

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