FINANCE ARRANGEMENT Sample Clauses

FINANCE ARRANGEMENT. The Company has entered into the Finance Arrangement.
Sample 1
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FINANCE ARRANGEMENT 
Sample 1

Related to FINANCE ARRANGEMENT

  • The Arrangement Commencing at the Effective Time, the following shall occur and shall be deemed to occur in the following order without any further act or formality: (i) Levon Options, including Dissent Options, outstanding at the Effective Time shall be surrendered and transferred to Levon and cancelled and the holders of Dissent options shall receive the amount described in subsection (iii)(B) below; (ii) the identifying name of the Levon Shares shall be changed from “Common” shares to “Class A Common” shares, there shall be created and attached to the Levon Shares the special right set out in Appendix “A” to this Plan of Arrangement, the New Levon Shares, being shares without par value, shall be created as a class, the identifying name of the New Levon Shares shall be “Common” shares, the maximum number of New Levon Shares which Levon is authorised to issue shall be unlimited, there shall be added to Levon’s articles Part 26 thereof as set out in the said Appendix “A”, and Levon’s notice of articles shall be altered accordingly. (iii) each Levon Shareholder shall transfer to Levon, free and clear of any Lien, all its Levon Shares and: (A) in exchange for each Levon Share, other than a Dissent Share, Levon shall issue as fully paid or transfer to the Levon Shareholder, one New Levon Share and 0.5 of a Spinco Share; (B) for each Dissent Share or Dissent Option, the Dissenting Securityholder shall be entitled to receive from Levon an amount agreed upon with Levon or equal to the fair value thereof determined in accordance with the Dissent Rights; (C) the stated capital of the New Levon Shares will be an amount equal to the paid-up capital of the Levon Shares, less the Fair Market Value of the Spinco Shares distributed on such exchange; and (iv) with respect to each Levon Share: (A) the Levon Shareholder thereof shall cease to be the Levon Shareholder of such Levon Share and the name of the Levon Shareholder shall be removed from the central securities register of Levon with respect to such Levon Share; (B) such Levon Share shall be cancelled; and (C) other than with respect to Dissent Shares, the Levon Shareholder shall be registered in the central securities register of Levon as the holder of New Levon Shares as set out in paragraph 3(a)(iv)(A); (v) The SciVac Securityholders will transfer the SciVac Shares, the Capital Notes and the Loans to Levon and in exchange Levon will issue to or to the order of the SciVac Securityholders, the Acquired Levon Shares; (vi) the Class A Common shares in the authorized share structure of Levon, as a class, shall be eliminated from the authorized share structure of Levon, the special right attached to such shares and Part 26 of Levon’s articles shall be deleted and Levon’s notice of articles shall be altered accordingly; and (vii) The name of Levon is changed to SciVac Inc. or such other name as may be acceptable to SciVac and the Registrar.

  • Financial Arrangements The Commonwealth will provide an estimated total financial contribution to the States of up to $9.5 billion (GST exclusive) in respect of this Agreement, as set out in Part 5 – Financial Arrangements.

  • GOVERNANCE ARRANGEMENTS Enforceability of the Agreement

  • Escrow Arrangement The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.

  • Management Arrangements 9.1. The Management Arrangements set out the arrangements for the strategic management of the relationship between the Authority and the Contractor, including arrangements for monitoring of the Contractor’s compliance with the Statement of Requirements, the Service Levels, the Award Procedures and the terms of this Framework Agreement. 9.2. The Authority may by notice to the Contractor suspend the Contractor’s appointment to provide Services to Framework Public Bodies for a notified period of time: 9.2.1. if the Authority becomes entitled to terminate this Framework Agreement under clause 42 (Termination Rights) or 43 (Termination on Insolvency or Change of Control); or 9.2.2. in any other circumstance provided for in the Management Arrangements. 9.3. Suspension under clause 9.2 shall terminate upon cessation of all of any circumstances referred to in subclauses 9.2.1 and 9.2.2. 9.4. The Contractor must continue to perform existing Call-off Contracts during any period of suspension under clause 9.2.

  • Special Arrangements No Taxation Authority is operating any special arrangement (being an arrangement which is not based on relevant legislation or any published practice) in relation to the affairs of any Group Company.

  • Cash Management Arrangements Borrower shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

  • Severance Arrangements Grant or pay, or enter into any Contract providing for the granting of any severance, retention or termination pay, or the acceleration of vesting or other benefits, to any Person (other than payments or acceleration that have been disclosed to Acquirer and are set forth on Schedule 4.2(q) of the Company Disclosure Letter);

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • Banking Arrangements The banking business of the Corporation shall be transacted with such banks, trust companies or other person or persons as the board may determine from time to time and all such banking business shall be transacted on behalf of the Corporation by such person or persons and to such extent as the board may determine from time to time.

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