Excluded Issue Sample Clauses

Excluded Issue. Clause 9 (except this clause 9.9) does not apply to any of the following: (a) (Reorganisation or reconstruction) an issue of Shares under a Reorganisation Event provided that the Reorganisation Event does not dilute the interests of any Shareholders; (b) (Acquisitions/mergers) an issue of Shares in consideration for an acquisition of a company or business by a Group Company that is approved by the Company Board; provided that the Company Board is first satisfied that the issue is made for fair value and is fair and reasonable to all Shareholders.
Sample 1Sample 2
AutoNDA by SimpleDocs
Excluded Issue. Clause 8 (except clauses 8.8 and 8.9) does not apply to: (a) an issue of Equity Securities to which all the Shareholders consent; (b) an issue of Ordinary Shares in an IPO; and (c) an issue of Shares under a Reorganisation Event.
Sample 1
Excluded Issue. The Borrower must ensure that each Loan Note is issued in a manner which does not require disclosure to investors under Part 6D.2 of the Corporations Axx 0000 (C'th).
Sample 1
Excluded Issue. The provisions of this clause 10 (other than clause 10.10) do not apply to any of the following: (a) Subscription - the issue of Shares in accordance with the terms of the Investment Agreement; (b) Consent - an issue of Equity Securities to which Shareholders holding at least 95% of the Share Capital consent in writing; and (c) Management Issue - an issue of Additional Management Equity under clause 11.
Sample 1
Excluded Issue. The Parties agree to exclude from this settlement the following specifically defined issue: “Did OHSU violate Section 9.1.6 of the Parties’ 2021‐2023 CBA by not paying the Double‐ Time/Voluntary MOV incentive to Resource Nurses for shifts above the Resource Nurse’s minimum required shift (MRS) obligation that the Resource Nurse was scheduled to work before OHSU invoked the Double‐Time/Voluntary MOV incentive? The Resource RN shifts at issue are separate from shifts that were above the Resource Nurse’s MRS obligation that the Resource RN agreed to work and was scheduled to work after OHSU invoked the Double‐Time/Voluntary MOV incentive. Those shifts have already been paid to Resource Nurses at the Double‐Time/Voluntary MOV incentive rate.”
Sample 1
Excluded Issue. The provisions contained in clauses 14.3 to 14.6 do not apply to an issue of Additional Securities: (a) to a new Employee who is, or will become, employed by a Group Entity as an employee of the Business or a Director (as applicable) and who has been invited to become a Shareholder by the Board, provided that the total number of Shares issued to that Employee is less than 10% of the total number of Shares of the Company from time to time; (b) to any person who is not an employee of a Group Entity, provided that the total number of Shares issued to such persons is less than 10% of the total number of Shares of the Company from time to time; (c) an issue to an Employee who is an employee of a Group Entity or a Director; (d) in connection with the implementation of the Equity Rebalancing Process in accordance with clause 11.2; (e) in connection with the implementation of an Exit Proposal in accordance with clause 12.2; (f) in connection with the exercise of the rights of conversion of the Capital Notes; (g) in connection with the exercise of any rights of conversion under any deferred compensation plan adopted by the Company; or (h) to the ESP Trustee as trustee for the ESP Trust.
Sample 1

Related to Excluded Issue

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Excluded Securities The participation rights set forth in this Section 4 shall not apply to the following Equity Securities: (a) shares of the Common Stock issued or issuable upon conversion of any shares of the Preferred Stock; (b) shares of the capital stock of the Company issued in payment of the Series D Accruing Dividends (as defined in the Restated Certificate) or shares of the capital stock of the Company issued in payment of Accruing Dividends (as defined in the Restated Certificate) on shares of Preferred Stock outstanding as of the date hereof; (c) shares of the Common Stock, including options, warrants or other rights to purchase up to such number of shares of the Common Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like), issued, sold or granted to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by a majority of the members of the Board; (d) shares of the Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company; (e) shares of the Common Stock or the Preferred Stock issued or issuable pursuant to the exercise of options, warrants or Convertible Securities outstanding as of the date hereof; (f) shares of the Common Stock or Preferred Stock and/or options, warrants or other rights to purchase the Common Stock or the Preferred Stock issued or issuable for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by a majority of the members of the Board; and (g) any equity securities issued or issuable in connection with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided, however, that the issuance of shares therein has been approved by the Board; and (h) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act.

  • Excluded Positions When a College temporarily assigns an employee to the duties and responsibilities of a position excluded from the provisions of this Collective Agreement, the employee's obligations to contribute to the regular monthly Union dues under Article 5.4 and his/her seniority shall continue during the period of such temporary assignment up to a maximum period of twelve

  • Excluded Costs The following items are considered general overhead items and shall not be billed to the District: 2.1.6.1 Salaries and other compensation of Developer’s personnel stationed at Developer’s principal office or offices other than the Project Field Office, except as specifically provided in Subparagraphs 2.1.3.2. and 2.1.3.4. 2.1.6.2 Expenses of Developer’s principal office and offices other than the Project Field Office. 2.1.6.3 Overhead and general expenses, except as may be expressly included in this Section 2. 2.1.6.4 Developer’s capital expenses, including interest on Developer’s capital employed for the Work. 2.1.6.5 Costs that would cause the Guaranteed Maximum Price (as adjusted by Change Order) to be exceeded.

  • Excluded Claims Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (ii) any rights which are not waivable as a matter of law; and (iii) any claims for breach of this Agreement. In addition, nothing in this Agreement prevents you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other government agency, except that you acknowledge and agree that you are hereby waiving your right to any monetary benefits in connection with any such claim, charge or proceeding. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that are not included in the Released Claims.

  • Excluded Items The following items are excluded from this sale:

  • Excluded Acts To indemnify Indemnitee for any acts or omissions or transactions from which a director may not be relieved of liability under applicable law;

  • Excluded Contracts All of Seller's right, title and interest in, to and under the Contracts listed on Schedule 1.2(b) attached hereto (the "Excluded Contracts");

  • Excluded Collateral Notwithstanding the foregoing provisions of this ss.2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and general intangibles which are now or hereafter held by the Company as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term "Collateral" shall include, (1) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Collateral."

  • Excluded Confidential Information The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that: 8.1 is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; 8.2 is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party; 8.3 is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement; 8.4 is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to enable the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances; 8.5 is disclosed to a third party pursuant to the prior written authorisation and Ltd to the extent of such approval of the Disclosing Party; 8.6 is received from a third party in circumstances that do not result in a breach of the provisions of this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!