EFFECTIVE DATE AND THE DEVELOPER Sample Clauses

EFFECTIVE DATE AND THE DEVELOPER. (1) The terms of this Agreement will become effective on the date of the consummation of the IPO (the “Effective Date”), and prior to such Effective Date the existing Development Agreement, as amended by the First Amendment, shall remain in full force and effect in accordance with its terms. If the consummation of the IPO has not occurred on or before July 31, 2018, this Agreement shall never become effective and, for the avoidance of doubt, the existing Development Agreement, as amended by the First Amendment, shall remain in full force and effect in accordance with the terms thereof. (2) On or as soon as practicable following the Effective Date, TFI shall send a notice in writing, complying with the requirements of Article 19, to BK confirming the occurrence of the Effective Date. For the avoidance of doubt, the terms of this Agreement will become effective once the Effective Date has occurred, irrespective of the delivery of such notice by TFI. (3) TFI represents and warrants to BK that as of the date this Agreement is entered into, it holds 91.2% of the issued share capital of the Developer. (4) TFI represents and warrant to BK that: (i) All of its shares in the Developer are both legally and beneficially owned by it as a shareholder and no agreement or option for their disposal exists. (ii) Prior to the execution of the Development Agreement dated 20 September 1994, the Developer carried on no trade or activity whatsoever. The Developer is incorporated in Turkey under company number 316680 and has the power to enter into this Agreement. (5) Subject to the provisions of this Article 2, this Agreement constitutes a valid and binding obligation of the Developer and TFI, enforceable against it in accordance with the terms hereof and no consent, approval, filing or authorization from any Authority is necessary or shall be obtained for the signature and performance of the Developer and TFI of this Agreement. (6) References in this Agreement to holding or ownership of a stated percentage of the capital of the Developer or TFI shall be references to such percentage or holding of the entire issue share capital of the Developer or TFI, respectively; and if the Developer or TFI shall at any time have more than one class of capital, shall be references to holdings of all classes of shares in the Developer or TFI, respectively. (7) TFI covenants with BK that the Developer’s name shall not without the prior written consent of BK be changed to contain the name RBI, ...