Equity Lock-in Conditions Sample Clauses

Equity Lock-in Conditions a) The shareholding as on the Effective Date is as follows: b) The Solar Power Developer having been set up for the sole purpose to exercise the rights and observing and performing its obligations and liabilities under this Agreement, the Solar Power Developer hereby undertakes and agrees to comply with the following lock-in conditions: In case the Selected Bidder is a Consortium then, (i) Members of the Consortium shall collectively hold at least 51% of subscribed and paid up equity share capital of the Solar Power Developer at all times until first anniversary of the commercial operations date of the Project. (ii) Lead Member shall have 26% shareholding of the SPV until first anniversary of the commercial operations date of the Project. The Selected Bidder shall hold at least 51% (fifty one percent) of subscribed and paid up equity share capital of the Solar Power Developer, until first anniversary of the commercial operations date of the Project. This condition is applicable only in case the single business entity incorporates an SPV to execute the PPA and implement the Project. c) In the event of non-compliance of the above, the same shall constitute an event of default by Solar Power Developer and ESCOM shall be entitled to terminate this Agreement in accordance with Article 16.
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Equity Lock-in Conditions a) The shareholding as on the Effective Date is as follows:
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Equity Lock-in Conditions a) The shareholding as on the Effective Date is as follows: b) The Solar Power Developer having been set up for the sole purpose to exercise the rights and observing and performing its obligations and liabilities under this Agreement, the Solar Power Developer hereby undertakes and agrees to comply with the following lock-in conditions: (i) Members of the Consortium shall collectively hold at least 51% of subscribed and paid up equity share capital of the Solar Power Developer at all times until first anniversary of the commercial operations date of the Project. (ii) Lead Member shall have 26% shareholding of the SPV until first anniversary of the commercial operations date of the Project. The Selected Bidder shall hold at least 51% (fifty one percent) of subscribed and paid up equity share capital of the Solar Power Developer, until first anniversary of the commercial operations date of the Project. This condition is applicable only in case the single business entity incorporates an SPV to execute the PPA and implement the Project
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Equity Lock-in Conditions a) The shareholding as on the Effective Date is as follows: Names of Shareholders Description of Shareholding b) The Developer, for the sole purpose to exercise its rights and performing its obligations and liabilities under this Agreement, hereby undertakes and agrees to comply with the following lock-in conditions: (i) Members of the Consortium shall collectively hold at least 51% of subscribed and paid-up equity share capital of the Developer at all times until first anniversary of the commercial operations date of the Project. (ii) Lead Member shall have at least 26% shareholding of the SPV until first anniversary of the commercial operations date of the Project.} or c) In the event of non-compliance of the above, the same shall constitute an event of default by Developer, and the Procurers shall be entitled to terminate this Agreement in accordance with Article 16.
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Equity Lock-in Conditions. 4.8.1. The shareholding of Seller as on the date of this Agreement (“Existing Shareholding”) is as follows: Name of Shareholders Member Number of Shares Value of Shares in MUR Description of Shareholding Lead Shareholder/ Sole Shareholder ……..% (Please insert percent as per the proposed shareholding of Seller. It shall not be less than 51%) of the subscribed and paid up equity share capital Other Shareholder ……% (Please insert percent as per the proposed shareholding of Seller.) of the subscribed and paid up equity share capital - 4.8.2. Seller shall not undertake or permit any change in the shareholding by any of the Shareholders specified in Clause 4.8.1 without prior written approval of CEB, save and except as provided in Clause 17.4. For the avoidance of doubt, in the event that CEB permits any change in the shareholding specified in Clause 4.8.1, this Clause 4.8.2 shall apply, mutatis mutandis, to such revised shareholding of Seller and any revision in such shareholding of Seller shall be undertaken only with the prior written approval of CEB. 4.8.3. Seller having been set up for the sole purpose of exercising the rights and observing and performing its obligations under this Agreement, Seller hereby undertakes and agrees that it shall not undertake or permit any Change of Control except in accordance with the provisions of Clause 17.4 and that the Lead Shareholder shall hold not less than 51% (fifty one percent) of its subscribed and paid up equity share capital until the expiry of the Term of this Agreement. 4.8.4. In the event of non-compliance with the provisions of Clauses 4.8.2 and 4.8.3 above, the same shall constitute a Seller Default and CEB shall be entitled to terminate this Agreement in accordance with Clause 16.1.2, to encash the entire Development Security and to appropriate the proceeds thereof. (a) it is duly organised and validly existing under the laws of Republic of Mauritius, and has requisite capability, power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c) it has the financial standing and technical capability to undertake the Project in accordance with the terms of this Agreement; (d) this Agreement constitutes its legal, val...
Sample 1
Equity Lock-in Conditions a) The shareholding as on the Effective Date is as follows: b) The SPG having been set up for the sole purpose to exercise the rights and observing and performing its obligations and liabilities under this Agreement, the SPG hereby undertakes and agrees to comply with the following lock-in conditions: (i) Members of the Consortium shall collectively hold at least 51% of subscribed and paid up equity share capital of the SPG at all times until first anniversary of the commercial operations date of the Project. (ii) Lead Member shall have 26% shareholding of the SPV until first anniversary of the commercial operations date of the Project. The Selected Bidder shall hold at least 51% (fifty one percent) of subscribed and paid up equity share capital of the SPG, until first anniversary of the commercial operations date of the Project. This condition is applicable only in case the single business entity incorporates an SPV to execute the PPA and implement the Project. c) In the event of non-compliance of the above, the same shall constitute an event of default by SPG and ESCOM shall be entitled to terminate this Agreement in accordance with Article 16.
Sample 1
Equity Lock-in Conditions. A. The shareholding as on the Effective Date is as follows: B. The Developer having been set up for the sole purpose to exercise the rights and observing and performing its obligations and liabilities under this Agreement, the Developer hereby undertakes and agrees to comply with the following lock-in conditions: In case the Selected Bidder is a Consortium then, i. Members of the Consortium shall collectively hold at least 51% of subscribed and paid up equity share capital of the Developer at all times until third anniversary of the commercial operations date of the Project. ii. Lead Member shall have 26% shareholding of the SPV throughout the Agreement Period. OR In case the Selected Bidder is a Single Entity then, The Selected Bidder shall hold at least 51% (fifty one percent) of subscribed and paid up equity share capital of the Developer, until third anniversary of the commercial operations date of the Project and 26% shareholding of the SPV for the remaining duration of the Agreement Period. This condition is applicable only in case the single business entity incorporates an SPV to execute the Project Development and Implementation Agreement and implement the Project. C. In the event of non-compliance of the above, the same shall constitute an event of default by Developer and the Authority shall be entitled to terminate this Agreement in accordance with Article 16.
Sample 1
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Equity Lock-in Conditions a) The shareholding as on the Effective Date is as follows: b) The PHSP Developer having been set up for the sole purpose to exercise the rights and observing and performing its obligations and liabilities under this Agreement, the PHSP Developer hereby undertakes and agrees to comply with the following lock-in conditions: In case the Selected Bidder is a Consortium then, (i) Members of the Consortium shall collectively hold at least 51% of subscribed and paid-up equity share capital of the PHSP Developer at all times until first anniversary of the commercial operations date of the Project. (ii) Lead Member shall have 26% shareholding of the SPV until first anniversary of the commercial operations date of the Project. The Selected Bidder shall hold at least 51% (fifty one percent) of subscribed and paid-up equity share capital of the PHSP Developer, until first anniversary of the commercial operations date of the Project. This condition is applicable only in case the single business entity incorporates an SPV to execute the PHSPA and implement the Project. c) In the event of non-compliance of the above, the same shall constitute an event of default by PHSP Developer and ESCOM shall be entitled to terminate this Agreement in accordance with Article 16.
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Related to Equity Lock-in Conditions

  • Changes in Condition In the event of any advantageous technical changes and/or downward pricing of the Services during the duration of this Agreement, the Contractor shall notify UNDP immediately. UNDP shall consider the impact of any such event and may request an amendment to the Agreement.

  • Qualifying Conditions In addition to any other compensation earned, any employee who is on the payroll of the Company on any of the foregoing recognized statutory holidays will be granted eight (8) hours' pay at the straight time rate of the employee's regular job, subject to compliance with all of the conditions (a) to (f) set forth below: (a) The employee must have been on the payroll for not less than the sixty (60) days just preceding the holiday and must have previously qualified for a statutory holiday as provided in (d) below, and (b) The employee must have worked at least one (1) day during the sixty (60)- day qualifying period just preceding the holiday, and (c) The employee must have worked their scheduled work day before, and their scheduled work day after, such holiday, unless failure to work their scheduled work day before or after the holiday was due to any of the following events: (i) When the employee is on their regular authorized paid vacation; (ii) When the employee is unable to work by reason of an industrial accident as recognized by the Workers' Compensation Board or non-occupational sickness or injury; (iii) When the operation in which the employee is engaged is curtailed or discontinued by the decision of the Company and which curtailment or discontinuance changes or eliminates the employee's scheduled work day before, or their scheduled work day after, such holiday; (iv) When a trade in shifts agreed upon between employees and approved in advance by the company results in a temporary change of the scheduled work day before, or the scheduled work day after, the holiday, provided the employee works the shift agreed upon; (v) When the employee is on a leave of absence authorized by the Company. (d) The employee who has been on the payroll for at least sixty (60) days but who has not previously qualified for a statutory holiday will qualify for the holiday if he has worked a minimum of one hundred eighty (180) hours during the sixty (60)- day qualifying period just preceding the holiday and meets the requirements of (b) and (c) above. (e) Time lost as the result of an accident as recognized by the Workers' Compensation Board, suffered during the course of employment, or time lost as a result of non-occupational sickness or injury shall be considered as time worked for the purpose of qualifying for a recognized paid holiday, it being understood that the employee will only be entitled to this credit for time while on Workers' Compensation or non-occupational sickness or injury for a period of up to but not exceeding one (1) year from the date of their sickness or injury. (f) It is understood and agreed, however, that an employee shall not receive the above provided holiday pay if they have agreed to work on such holiday and fails or refuses to work, except in the case where bona fide sickness, or other bona fide reason approved by the Company, prevents them working on such holiday.

  • Termination Conditions Such license shall not be terminated or its exploitation enjoined, until and unless: (i) Hitachi has committed a material breach of its obligations under this IP License Agreement, Opto-Device has given written notice of such breach to Hitachi and such breach remains uncured after the Cure Period, or, in the case of a breach, which cannot be cured within such Cure Period, Hitachi has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) such a material breach is incurable. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which Hitachi has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to determine the appropriate remedy. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit B.

  • Existing Conditions Tenant accepts the Property in its condition as of the execution of the Lease, subject to all recorded matters, laws, ordinances, and governmental regulations and orders. Except as provided herein, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation as to the condition of the Property or the suitability of the Property for Tenant's intended use. Tenant represents and warrants that Tenant has made its own inspection of and inquiry regarding the condition of the Property and is not relying on any representations of Landlord or any Broker with respect thereto. If Landlord or Landlord's Broker has provided a Property Information Sheet or other Disclosure Statement regarding the Property, a copy is attached as an exhibit to the Lease.

  • Grant of Option; Conditions Tenant shall have a continuing right of first offer (the “Right of First Offer”) with respect to the following space in the Office Section: (i) Commencing on the date hereof, all space in Tower IV other than on the first floor; (ii) Commencing on the date hereof, any space in Tower Ill that is contiguous to the then Premises, whether on a floor above or below the Premises (including SSB Expansion Space and Early Expansion Space not added under Section 41.01 and any expansion space under Section 41.02) or on the same floor as a portion of the Premises, but in Tower Ill; (iii) Commencing July 1, 2019, any space in Tower I, but subject to the rights, existing as of the date of this Lease, of other tenants of the Building. Any such space that becomes available as hereinafter described is referred to herein as the “Offering Space”. If during the Term Landlord determines (in Landlord’s sole judgment) that Offering Space is available to lease to a third party other than the existing tenant or licensee of the Offering Space, then Landlord shall so advise Tenant (the “Advice”). Tenant may lease such Offering Space in its entirety only, under the applicable terms described below, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within ten business (10) days after the date of the Advice. In any event, Tenant’s delivery of a Notice of Exercise shall be deemed to be the irrevocable exercise by Tenant of its Right of First Offer subject to and in accordance with the provisions of this ARTICLE 43. Any reference to the Advice below shall be a reference to the Advice with respect to which a Notice of Exercise was given. Notwithstanding the foregoing, Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (a) A material default is then continuing at the time that Landlord would otherwise deliver the Advice; or (b) Tenant herein named (or a transferee pursuant to a Related Party Transfer, as defined in ARTICLE 17 of this Lease) is not in occupancy of at least 70% of the Premises initially leased at the time Landlord would otherwise deliver the Advice; or (c) This Lease has been assigned (other than pursuant to a Related Party Transfer) prior to the date Landlord would otherwise deliver the Advice.

  • Change in Condition There occurs any event or a change in the condition or affairs, financial or otherwise, of Borrower which, in the reasonable opinion of Lender, impairs Lender's security or ability of Borrower to discharge its obligations hereunder or which impairs the rights of Lender in such Collateral.

  • CONDITIONS TO THE OFFER (a) Notwithstanding any other provisions of the Offer, Acquisition shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-l(c) under the Exchange Act (relating to Acquisition's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restrictions referred to above, the payment for, any tendered Shares, if (w) any waiting periods applicable to the Offer under the HSR Act shall not have been terminated or shall not have expired and any required approvals or notices under the Bank Act, the Bank Holding Company Act and required approvals from state Governmental Entities responsible for regulating, in the aggregate, ninety percent (90%) of the Company's and its subsidiary's average mortgage origination volume for the period 1998 and 1999 shall not have been obtained, and, in the case of any approval, authorization or consent, shall not be in full force and effect and all conditions applicable thereto shall not have been satisfied; (x) any of the consents or approvals of any Person other than a Governmental Entity, in connection with the execution, delivery and performance of this Agreement shall not have been obtained; except where the failure to have obtained any such consent or approval would not have a Material Adverse Effect; (y) the Minimum Condition shall not have been satisfied or (z) at any time on or after the date of this Agreement and before the time of acceptance of such Shares for payment pursuant to the Offer, any of the following events shall occur: (i) [reserved]; (ii) from the date of this Agreement until the Tender Offer Purchase Time, any Governmental Entity or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order which is in effect at the Tender Offer Purchase Time and which (A) makes the acceptance for payment of, or the payment for, some or all of the Shares illegal or otherwise prohibits consummation of the Offer, the Merger or any of the other transactions contemplated hereby, or (B) prohibits Acquisition from operating or deriving benefits from the majority of the value of the operations of the Company and its subsidiaries taken as a whole to operate the Company; provided, however, that the parties shall use reasonable efforts (subject to the proviso in Section 5.6(b)) to cause any such decree, judgment or other order to be vacated or lifted prior to September 30, 2000; (iii) [reserved]; (iv) the representations and warranties of the Company set forth in this Agreement shall not be true and correct on the date of this Agreement or the Company shall have breached or failed in any respect to perform or comply with any material obligation, agreement or covenant required by this Agreement to be performed or complied with by it at or prior to such time except, where the failure of representations and warranties (without regard to materiality qualifications therein contained) to be true and correct, or the performance or compliance with such obligations, agreements or covenants, would not, individually or in the aggregate, have a Material Adverse Effect; (v) this Agreement shall have been terminated in accordance with its terms; (vi) there shall have occurred an acceptance by the Company of a Superior Proposal; (vii) [reserved]; (viii) the Board shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer, shall have recommended to the Company's stockholders a Third Party Acquisition or shall have adopted any resolution to effect any of the foregoing; (ix) [reserved]; (x) [reserved]; (xi) [reserved]; (xii) from the date of this Agreement until the Tender Offer Purchase Time, there shall have occurred the commencement of a war having a Material Adverse Effect on the Company; which, in the reasonable judgment of Parent and Acquisition, in any such case, and regardless of the circumstances giving rise to any such condition, makes it inadvisable to proceed with the Offer and/or with such acceptance for payment or payments. (b) The conditions set forth in Section 6.1(a) (other than the Minimum Condition) are for the sole benefit of Acquisition and may be asserted by Acquisition regardless of any circumstances giving rise to any condition and may be waived (other than the Minimum Condition) by Acquisition, in whole or in part, at any time and from time to time, in the sole discretion of Acquisition. The failure by Parent or Acquisition (or any affiliate of Acquisition) at any time to exercise any of the foregoing rights will not be deemed a waiver of any right and each right will be deemed an ongoing right which may be asserted at any time and from time to time.

  • ELIGIBILITY CONDITIONS The eligibility conditions specified in Adoption Agreement Section 2.01 are effective for Plan Years beginning after _______________________.

  • Conditions to Purchase of Option Securities In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

  • Actions to Satisfy Closing Conditions Each Party shall take all such actions as are within its power to control, and shall use its best efforts to cause other actions to be taken which are not within its power to control, so as to ensure compliance with any conditions set forth in this Agreement which are for the benefit of itself or any other Party.

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