Event of Non-Completion Sample Clauses

Event of Non-Completion. If there is a termination of this Agreement prior to the Settlement Date pursuant to Section 12.7 or 13 or if the delivery of the Offered Shares to the Global Coordinator is not completed on the Settlement Date or if the Offering contemplated herein is not consummated for any other reason (each an "EVENT OF NON-COMPLETION") and the Capital Increase has occurred and been registered, then, unless the Company and the Global Coordinator otherwise agree in writing within ten calendar days after the Event on Non-Completion, the following shall apply: (a) The Company and InCentive shall cause to be held a shareholders' meeting of the Company in which the shareholders of the Company shall resolve on a reduction of the registered issued share capital of the Company from CHF 354'919'350 to CHF 300'247'110 (the "CAPITAL REDUCTION") by cancellation of the Offered Shares against repayment of the Total Nominal Amount of the Offered Shares to the Underwriters. Prior to such shareholders' meeting, the auditors of the Company shall confirm in writing, pursuant to Article 732 para. 2 of the Swiss Code of Obligations, that the claims of the Company's creditors are covered notwithstanding the Capital Reduction. The Capital Reduction shall be effected in accordance with the provisions of Swiss statutory law, in particular Articles 732 ff. of the Swiss Code of Obligations and shall be consummated at the earliest date possible by entry in the Commercial Register. The proceeds of the Capital Reduction, being CHF 54'672'240 (such amount representing the aggregate par value of the Offered Shares) shall be in the form of a cash payment to be made to the Underwriters having subscribed for such Offered Shares as set forth in Section 1.2. (b) If (i) the Capital Reduction is not resolved within 40 business days after the Global Coordinator's request, or (ii) the auditors of the Company have not provided the confirmation referred to in Section 14.1(a) prior to such shareholders' meeting, or (iii) the Capital Reduction has not been recorded in the Commercial Register within 120 calendar days after the Global Coordinator having requested the Capital Reduction, or (iv) the Underwriters have not received the proceeds of the Capital Reduction within 120 calendar days after having requested the Capital Reduction and further provided the Company has not exercised its Call Option pursuant to Section 14.1(c) below and paid to the Underwriters the Total Nominal Amount plus costs and expenses as se...
Sample 1
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Event of Non-Completion. If, after application and registration of the Capital Increase or the Overallotment Capital Increase, as the case may be, with the Commercial Register of the Canton of Zug pursuant to Section 2 or 4 above, as applicable, but prior to the First Closing Date or the Optional Closing Date, respectively: (i) the Underwriting Agreement has not been executed by 1 December 2011 8 a.m. (CET); or (ii) any condition in the Underwriting Agreement to the Underwriters’ obligation thereunder to purchase the Firm Shares or the Optional Shares, respectively, on or before the First Closing Date or the Optional Closing Date (each as defined in the Underwriting Agreement) shall not have been fulfilled or waived; or (iii) the Underwriting Agreement shall have terminated according to Section 10(c) of the Underwriting Agreement; (any of the events pursuant to Section 10(i), (ii) or (iii) above, an “Event of Non-Completion”) and unless the Company and CS Zurich acting on behalf of the Underwriters otherwise agree after the Event of Non-Completion, then: · the Company shall have a call option pursuant to para. a) below; · if the call option is not exercised, the Underwriters shall have a put option against the Company as provided in para. b) below; · if the sale of the Firm Shares and of the Optional Shares is not effected in accordance with para. a) or b) below, the Company shall effect a capital reduction pursuant to para. c) below; · if the capital reduction pursuant to para. c) below is not or will not be effected, the Underwriters may sell the Firm Shares and the Optional Shares as provided in para d) below.
Sample 1

Related to Event of Non-Completion

  • Upon Substantial Completion of the Work or designated portion thereof and upon application by the Contractor and certification by the Architect, the State shall make payment, reflecting adjustment in retainage, if any, for such Work or portion thereof, as provided in the Contract Documents.

  • Substantial Completion Date Substantial Completion of the Work as defined in Article 6.1.2 of the General Conditions to the Continuing Contract for Construction Management shall be achieved by July 31, 2022.

  • Completion Date The Work under this Contract shall be completed by midnight of the date required in the Contract as the Material Completion and Occupancy Date unless extended by approved requests for extension of time.

  • Final Completion The full and final completion of all Work in accordance with the Contract Documents.

  • Notice to Proceed - Site Improvements The Recipient shall not commence, or cause to be commenced, any site improvements or other work on the Land until the Director has issued a Notice to Proceed to the Recipient. Such Notice to Proceed will not be issued until the Director is assured that the Recipient has complied with all requirements for the approval of a grant under Revised Code Sections 164.20 through 164.27 and has completed any land acquisition required by the Project. A Notice to Proceed shall be required for all Project prime contractors or direct procurement initiated by the Recipient following execution of this Agreement.

  • Substantial Completion 9.8.1 When the Contractor considers that the Work, or a designated portion thereof which has been accepted in writing to by the State, is substantially complete as defined in Subparagraph

  • Completion of Repairs Borrower will commence any Repairs as soon as practicable after the date of this Loan Agreement and will diligently proceed with and complete such Repairs on or before the Completion Date. All Repairs and Capital Replacements will be completed in a good and workmanlike manner, with suitable materials, and in accordance with good building practices and all applicable laws, ordinances, rules, regulations, building setback lines and restrictions applicable to the Mortgaged Property. Borrower agrees to cause the replacement of any material or work that is defective, unworkmanlike or that does not comply with the requirements of this Loan Agreement, as determined by Lender.

  • Construction Completion The related Construction shall have been completed substantially in accordance with the related Plans and Specifications, the related Deed and all Applicable Laws, and such Leased Property shall be ready for occupancy and operation. All fixtures, equipment and other property contemplated under the Plans and Specifications to be incorporated into or installed in such Leased Property shall have been substantially incorporated or installed, free and clear of all Liens except for Permitted Liens.

  • Project Completion Date It is agreed between the Parties that the Project Completion Date is <END DATE, YEAR>. If the Project is not completed by such date then, subject to an amendment agreed to between the Parties, Alberta Innovates may elect to terminate this Investment Agreement. In such event, Alberta Innovates will notify the Applicant of its decision to terminate as soon as reasonably practical and shall advise the Applicant of the effective date of termination. Alberta Innovates will have no liability or obligation to reimburse the Applicant for any Project Costs incurred after the effective date of termination and may require the Applicant to return any portions of the Investment which were spent on Ineligible Expenses. Additionally, any portion of the Investment not used and accounted for in accordance with this Agreement as of the Project Completion Date or earlier termination is repayable by the Applicant to AI at AI’s request.

  • Final Completion Date Final Completion for the Work as defined in Article 6.1.3 of the General Conditions to the Continuing Contract for Construction Management shall be achieved by October 31, 2024.

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