Exercising Steps Sample Clauses

Exercising Steps. Subject to the PRC laws and regulations, Party A and/or the Designee may exercise the Call Option by giving a written notice (hereinafter the “Equity Purchase Notice”) to Party B, which specifies the Equity Interest to be purchased from Party B (hereinafter the “Purchased Equity”) and the manner in which purchase is made.
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Exercising Steps. Subject to the provisions of laws and regulations of China, Party A may exercise the Equity Purchase Option or Assets Purchase Option in accordance with Article 1.1 by sending Party B or Party C a written notice (“Purchase Notice”) in which it should specify the equity share to be purchased from Party B (“Purchased Equity”), or assets list to be purchased from Party C (“Purchased Assets”) and the way of purchase. The number of times that Party A exercises its rights is unlimited. Party B or Party C shall sign the Equity Transfer Agreement or Assets Transfer Agreement attached hereto, or other versions of equity transfer agreement or assets transfer agreement agreed upon by Party A, with Party A or any of the Person(s) Designated by Party A within seven (7) working days after they receive the Purchase Notice, to ensure that the Purchased Equity or the Purchased Assets are transferred to Party A or any of the Person(s) Designated by Party A as soon as possible. Meanwhile, Party B or Party C shall take all necessary actions to ensure that the relevant procedures for ownership transfer are completed as soon as possible.
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Exercising Steps. Subject to PRC laws and regulations, 1.2.1 When this Agreement is signed, Party B shall agree that it will deliver the Equity Transfer Contract signed as per the format in Annex 1 below and the Letter of Consent signed as per Annex 2 below with respect to equity transfer to Party A for keeping. 1.2.2 If Party A decides to purchase the Target Equity pursuant to Article 1.1 hereof, it shall give a written notice to Party B, indicating the percentage of the Target Equity to be purchased and the identity of purchaser. Party B and Party C shall, within seven (7) days of receiving the notice from Party A, provide all the materials and documents necessary to handle equity transfer. 1.2.3 Except the notice as stated in Article 1.2.2, there are no other preconditions or additional conditions or procedures for Party A’s exercise of the option to purchase the Target Equity.
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Exercising Steps. Party A shall exercise its Purchasing Right in compliance with the provisions of Chinese laws and regulations. To exercise its Purchasing Right, Party A shall notify Party B in writing (the “Purchase Notice”), specifying the following matters: (a) Party A’s decision on the exercise of the Purchasing Right; (b) the equity shares Party A intends to purchase from Party B (the “Purchased Equity”); and (c) the date of purchase/transfer of the Purchased Equity.
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Exercising Steps. Subject to the terms and conditions of this Agreement, Party A has absolute discretion to determine the specific time, method and frequency for it to exercise the rights where permitted by laws of PRC. Party A shall exercise its Purchasing Right for Equity in compliance with the provisions of PRC laws and regulations. To exercise its purchasing right, Party A shall notify Party B in writing (the “Purchase Notice”), specifying the following matters: (a) Party A’s decision on the exercise of the purchasing right; (b) the equity shares Party A intends to purchase from Party B (the “Purchased Equity”); and (c) the date to purchase/transfer the Purchased Equity. Party A shall exercise its Purchasing Right for Asset in compliance with the provisions of PRC laws and regulations. To exercise its purchasing right, Party A shall notify Party C in writing (the “Asset Purchase Notice”), specifying the following matters: (a) Party A’s decision on the exercise of the purchasing right; (b) the asset Party A intends to purchase from Party C (the “Purchased Asset”); and (c) the date to purchase/transfer the Purchased Asset. When Party A exercises the Purchasing Right for Equity or Purchasing Right for Asset, Party A can not only transfer the Purchased Equity or Purchased Asset on its own, but also designate the Purchased Equity or Purchased Asset to be wholly or partly transferred to the Designated Person.
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Exercising Steps. Party A and/or the Designee could exercise the right after delivering the written notice of purchasing equity interest (the “Notice”) indicating the percentage of the Target Equity Interest to be purchased (the “Target Equity Interest”) from Party B and the measures of purchase to Party B. Party B shall, within seven (7) working days after receiving the Notice, enter into an equity interest transfer agreement with Party A and/or the Designee, ensure the Target Equity Interest would be transferred to Party A and/or the Designee as quick as possible and take all necessary actions to complete relevant industry and commerce registration of change formalities.
Sample 1
Exercising Steps. 1.2.1 Subject to the terms and conditions of this Contract and to the extent permitted by the laws of the PRC, Party A has absolute discretion to determine the specific exercising time, method, and frequency. 1.2.2 Subject to the terms and conditions of this Contract, and without violating the applicable laws of the PRC, Party A shall be entitled to request at any time, either on its own or through other Designated Persons, to accept all or part of the Target Equity of Party C from Party B, and all or part of the assets of Party C from Party C. 1.2.3 As for the Equity Purchase Right, during each exercise, Party A shall be entitled to arbitrarily specify the amount of the Target Equity that Party B should transfer to Party A and/or the Designated Person of Paty A. Party B shall transfer the Target Equity to Party A and/or the Designated Person of Party A according to the amount required by Party A, without violating applicable laws and regulations of the PRC. Party A and/or the Designated Person of Party A shall pay the Transfer Price to Party B for the acquired Target Equity in each exercise. 1.2.4 As for the Asset Purchase Right, during each exercise, Party A shall be entitled to arbitrarily specify the amount of the Target Equity that Party C should transfer to Party A and/or the Designated Person of Paty A. Party C shall transfer such Transferred Assets to Party A and/or the Designated Person of Party A according to the requirements of Party A, without violating applicable laws and regulations of the PRC. Party A and/or the Designated Person of Party A shall pay the Transfer Price to Party C for the acquired Transferred Assets in each exercise. 1.2.5 During each exercise, Party A may accept the Target Equity or Transferred Assets on its own, or designate the Designated Person to accept all or part of the Target Equity or Transferred Assets. 1.2.6 After each decision of Party A to exercise the right, Party A shall issue a notice of exercise of Equity Purchase Right or Asset Purchase Right to Party B or Party C (“Exercise Notice”; please refers to the format of the Exercise Notice related to Equity Purchase Right and Asset Purchase Right in Annex 1 and Annex 2 of this Contract, respectively). After receiving the Exercise Notice, Party B or Party C shall immediately transfer the Target Equity or Transferred Assets in full to Party A or the Designated Person of Party A in accordance with the Exercise Notice and the method described this Contract.
Sample 1
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Exercising Steps. Party A shall exercise the option of equities thereof under the prediction of complying with Chinese laws and regulations. As exercising the option of equities, Party A shall issue such a written notice ("share purchase notice") to Party B which shall contain the following matters: (a) Party A's decision on the exercise of the option of equities; (b) the stock-ownership shares ("equities purchased") which Party A intends to purchase from Party B; and (c) the date of purchase/date of transfer of equities purchased.
Sample 1
Exercising Steps. Subject to PRC laws and regulations, Party A may exercise the Purchase Option upon giving a written notice (the “Equity Purchase Notice”) to Party B, specifying (a) Party A’s decision to exercise the Purchase Option; (b) the equity to be purchased from Party B (the “Purchased Equity”); and (c) the purchase date/transfer date (the “Transfer Date”) of the Purchased Equity.
Sample 1

Related to Exercising Steps

  • NEXT STEPS If you disagree with my findings you may request a hearing to appeal the decision by contacting me using the details provided.

  • BOARD'S RIGHTS The Board has the right to determine the purpose of its constituent agencies, set standards of service to be offered to the public, and exercise control and discretion over its organization and operations. The Board may direct its employees, take disciplinary action for just cause, and relieve its employees from duty because of lack of work, or other legitimate reasons, provided, however, that the exercise of such rights shall not preclude employees or their Union from raising grievances, should decisions on the above matters have the practical consequences of violating the terms and conditions of any collective bargaining agreement in force.

  • Enforcement Action The Official Agency will ensure that enforcement action taken is in accordance with Articles 137 and 138 of Regulation (EU) 2017/625. The Official Agency shall ensure the effective and appropriate use of enforcement powers under national food legislation while having due regard for: • the use of available enforcement orders under the Act • food law enforcement policy published by the Authority and • any enforcement guidance agreed between the Authority and the Official Agency. When an enforcement notice is to be served by the Official Agency the content of the notice shall be agreed with the Authority as a matter of urgency, prior to it being served. Draft notices shall be submitted to xxxxxxxxxxxx@xxxx.xx for agreement.

  • Secured Party Control Bank, Secured Party, Servicer and Company each agree that Bank will comply with instructions given to Bank by Secured Party directing disposition of funds in the Collateral Accounts (“Disposition Instructions”) without further consent by Company or Servicer. Except as otherwise required by law, Bank will not agree with any third party to comply with instructions for disposition of funds in the Collateral Accounts originated by such third party.

  • Enforcement Actions Each of Moriah and the Notes Collateral Agent agrees not to commence or take any Enforcement Action until an Enforcement Notice has been given by such Enforcing Party to the other Party. Subject to the foregoing, Moriah and the Notes Collateral Agent agree that during an Enforcement Period: (a) Moriah may, at its option, take and continue any Enforcement Action with respect to Moriah Senior Collateral and realize thereon, without the prior written consent of the Notes Collateral Agent, provided that during any Enforcement Period with respect to the Noteholder Senior Collateral, Moriah shall not commence or take any Enforcement Action or realize upon the Noteholder Senior Collateral without the Notes Collateral Agent's prior written consent. (b) Subject to the standstill period described in Section 2.3(e) below, the Notes Collateral Agent may, at its option, take and continue any Enforcement Action with respect to the Noteholder Senior Collateral and realize thereon without the prior written consent of Moriah, provided that during any Enforcement Period with respect to the Moriah Senior Collateral, the Notes Collateral Agent shall not commence or take any Enforcement Action or realize upon any of the Moriah Senior Collateral without Moriah's prior written consent. In furtherance and not in limitation of the foregoing, during an Enforcement Period, the Notes Collateral Agent shall not take any action to enforce its rights under the Lockbox Agreement, whether pursuant to Section 2 thereof or otherwise. (c) If both Moriah and the Notes Collateral Agent elect to proceed with Enforcement Actions, then each shall proceed with the Enforcement Action of any security interests in or liens on any Collateral in which it has a senior lien or security interest, as described in and provided by Section 2.1, without prejudice to the other Party to join in any proceedings. (d) Each Enforcing Party shall so notify the other Party at such time as the Enforcing Party's Claim is Paid in Full. (e) Notwithstanding anything herein to the contrary, but subject to the proviso at the end of this paragraph, the Notes Collateral Agent agrees that, during the first five (5) days of an Enforcement Period (the “Standstill Period”), it shall not take any action to realize on the Noteholder Senior Collateral, so as not to impair the collection by Moriah of Borrower’s outstanding accounts receivable during that period; provided, however, that the Notes Collateral Agent shall be entitled to take such action as it deems necessary in its sole discretion to (i) protect its secured position during the Standstill Period, (ii) protect its interest from claims or liens of third parties or governmental authorities, or (iii) preserve the Noteholder Senior Collateral from deterioration or diminishment.

  • Further steps Each Party must promptly do whatever any other Party reasonably requires of it to give effect to the Agreement and to perform its obligations under it.

  • Purchasing Party A Party requesting or receiving a Service from the other Party under this Agreement.

  • Controlling Party (a) The Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder will be directed in taking, or refraining from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder (i) so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a majority of the outstanding principal amount of such Equipment Notes (provided that, for so long as the Subordination Agent is the registered holder of the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to at least a majority of outstanding principal amount of Equipment Notes except as provided in Section 9.1(b)), and (ii) after the occurrence and during the continuance of an Indenture Default thereunder, in taking, or refraining from taking, any action under such Indenture or with respect to such Equipment Notes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien on the Aircraft securing such Equipment Notes), by the Controlling Party. (b) The “Controlling Party” shall be (w) the Class AA Trustee, (x) upon payment of Final Distributions to the holders of Class AA Certificates, the Class A Trustee and (y) upon payment of the Final Distribution to the holders of Class A Certificates, the Class B Trustee. For purposes of giving effect to the provisions of Section 2.6(a) and this Section 2.6(b), the Trustees (other than the Controlling Party) irrevocably agree (and the Certificateholders (other than the Certificateholders represented by the Controlling Party) shall be deemed to agree by virtue of their purchase of Certificates) that the Subordination Agent, as record holder of the Equipment Notes, shall exercise its voting rights in respect of the Equipment Notes so held by the Subordination Agent as directed by the Controlling Party and any vote so exercised shall be binding upon the Trustees and all Certificateholders. The Subordination Agent shall give Written Notice to all of the other parties to this Agreement promptly upon a change in the identity of the Controlling Party. Each of the parties hereto agrees that it shall not exercise any of the rights of the Controlling Party at such time as it is not the Controlling Party hereunder; provided, however, that nothing herein contained shall prevent or prohibit any Non-Controlling Party from exercising such rights as shall be specifically granted to such Non-Controlling Party hereunder and under the other Operative Agreements. (c) Notwithstanding the foregoing provisions of clauses (a) and (b) above, at any time after 18 months from the earliest to occur of (i) the date on which the entire Required Amount as of such date under any Liquidity Facility shall have been drawn (excluding a Downgrade Drawing, a Non-Extension Drawing or a Special Termination Drawing but including (d) The exercise of remedies by the Controlling Party under this Agreement shall be expressly limited by Sections 4.1(a)(ii) and 4.1(a)(iii) hereof. (e) The Controlling Party shall not be entitled to require or obligate any Non-Controlling Party to provide funds necessary to exercise any right or remedy hereunder.

  • Regulatory Enforcement Actions The Company, the Bank and its other Subsidiaries are in compliance in all material respects with all laws administered by and regulations of any Governmental Agency applicable to it or to them, the failure to comply with which would have a Material Adverse Effect. None of the Company, the Bank, the Company’s or the Bank’s Subsidiaries nor any of their officers or directors is now operating under any restrictions, agreements, memoranda, commitment letter, supervisory letter or similar regulatory correspondence, or other commitments (other than restrictions of general application) imposed by any Governmental Agency, nor are, to the Company’s knowledge, (a) any such restrictions threatened, (b) any agreements, memoranda or commitments being sought by any Governmental Agency, or (c) any legal or regulatory violations previously identified by, or penalties or other remedial action previously imposed by, any Governmental Agency remains unresolved.

  • Taxes and Fees Imposed on Purchasing Party But Collected And Remitted By Providing Party 11.3.1 Taxes and fees imposed on the purchasing Party shall be borne by the purchasing Party, even if the obligation to collect and/or remit such taxes or fees is placed on the providing Party. 11.3.2 To the extent permitted by applicable law, any such taxes and/or fees shall be shown as separate items on applicable billing documents between the Parties. Notwithstanding the foregoing, the purchasing Party shall remain liable for any such taxes and fees regardless of whether they are actually billed by the providing Party at the time that the respective service is billed. 11.3.3 If the purchasing Party determines that in its opinion any such taxes or fees are not payable, the providing Party shall not xxxx such taxes or fees to the purchasing Party if the purchasing Party provides written certification, reasonably satisfactory to the providing Party, stating that it is exempt or otherwise not subject to the tax or fee, setting forth the basis therefor, and satisfying any other requirements under applicable law. If any authority seeks to collect any such tax or fee that the purchasing Party has determined and certified not to be payable, or any such tax or fee that was not billed by the providing Party, the purchasing Party may contest the same in good faith, at its own expense. In any such contest, the purchasing Party shall promptly furnish the providing Party with copies of all filings in any proceeding, protest, or legal challenge, all rulings issued in connection therewith, and all correspondence between the purchasing Party and the taxing authority. 11.3.4 In the event that all or any portion of an amount sought to be collected must be paid in order to contest the imposition of any such tax or fee, or to avoid the existence of a lien on the assets of the providing Party during the pendency of such contest, the purchasing Party shall be responsible for such payment and shall be entitled to the benefit of any refund or recovery. 11.3.5 If it is ultimately determined that any additional amount of such a tax or fee is due to the imposing authority, the purchasing Party shall pay such additional amount, including any interest and penalties thereon. 11.3.6 Notwithstanding any provision to the contrary, the purchasing Party shall protect, indemnify and hold harmless (and defend at the purchasing Party’s expense) the providing Party from and against any such tax or fee, interest or penalties thereon, or other charges or payable expenses (including reasonable attorney fees) with respect thereto, which are incurred by the providing Party in connection with any claim for or contest of any such tax or fee. 11.3.7 Each Party shall notify the other Party in writing of any assessment, proposed assessment or other claim for any additional amount of such a tax or fee by a taxing authority; such notice to be provided, if possible, at least ten (10) days prior to the date by which a response, protest or other appeal must be filed, but in no event later than thirty (30) days after receipt of such assessment, proposed assessment or claim.

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