Implementation Steps Sample Clauses

Implementation Steps. (a) FSD Pharma covenants and agrees that, subject to the terms of this Agreement, it will promptly: (i) apply to the Court pursuant to section 182 of the OBCA and prepare, file, and diligently pursue an application for an Interim Order; (ii) proceed with such application and diligently pursue obtaining the Interim Order, including submission to the Court of the materials that would be submitted to FSD Pharma Securityholders, FSD Pharma Optionholders and FSD Pharma Non-Distribution Warrants, including without limitation the Circular, in connection with the Meeting; (iii) lawfully convene and hold the Meeting in accordance with the Interim Order, FSD Pharma's articles and applicable Laws, as soon as reasonably practicable after the Interim Order is issued, for the purpose of, among other things, having the FSD Pharma Securityholders consider the Arrangement Resolution; (iv) take all other actions that are reasonably necessary or desirable to obtain the approval of the Arrangement; (v) subject to obtaining such approvals as are required by the Interim Order, as soon as reasonably practicable after the Meeting, make an application to the Court for the Final Order; (vi) proceed with such application and diligently pursue obtaining the Final Order; and (vii) subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction, or when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps necessary or desirable to give effect to the Arrangement. (b) Celly Nu covenants and agrees that, subject to the terms of this Agreement, it shall promptly: (i) cooperate and assist FSD Pharma in seeking the Interim Order and the Final Order; and (ii) subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 5 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction, or when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps and actions necessary or desirable to give effect to the Arrangement.

Implementation Steps. In order to implement the Arrangement, the following steps shall be taken by the Parties: a.) upon execution of this Arrangement Agreement, Buyco shall forthwith deliver to Pubco payment for the Deposit, which shall be a non-refundable deposit in partial payment of the Purchase Price; b.) Buyco covenants in favour of the other Parties that Buyco shall, subject to the terms of this Arrangement Agreement, use commercially reasonable efforts to have the Buyco Shareholders approve the Arrangement either by (i) unanimous consent resolutions, or (ii) convening and holding the Buyco Meeting on a date to be determined by the directors of Buyco, for the purpose of Buyco Shareholders considering and, if deemed advisable, approving the Arrangement and the transactions contemplated thereby by way of the Buyco Arrangement Resolution (and for any other proper purpose as may be set out in the notice for such meeting and in the Buyco Information Statement), for which the requisite approval shall be 2/3 of the votes cast thereon by the Buyco Shareholders present in person or represented by proxy at the Buyco Meeting, with each holder of Buyco Shares being entitled to one vote for each one Buyco Share held; c.) Target covenants in favour of the other Parties that Target shall, subject to the terms of this Arrangement Agreement, use commercially reasonable efforts to have the Target Securityholders approve the Arrangement by (i) unanimous consent resolutions, or (ii) convening and holding the Target Meeting on a date to be determined by the Target Managers, for the purpose of Target Securityholders considering and, if deemed advisable, approving the Arrangement and the transactions contemplated thereby by way of the Target Arrangement Resolution, or otherwise as required pursuant to applicable Laws, and shall take any other necessary corporate action to permit the consummation of the Arrangement and other transactions contemplated hereby; d.) Pubco covenants in favour of the other Parties that Pubco shall work with the other Parties to assist them in meeting the distribution obligations for listing on a Canadian securities exchange and that Pubco shall make such introductions to investors, on their behalf, as is necessary; e.) Buyco shall proceed with and diligently pursue the application to the Court for the Final Order; and f.) upon issuance by the Court of the Final Order and subject to fulfillment or waiver of the conditions precedent in Article 5 hereof, the Arrangement...

Implementation Steps. 5.1. It is recorded that each of the Implementation Steps shall be implemented in a specific order in accordance with the terms of the Implementation Agreement. 5.2. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that this Agreement shall, subject to the provisions of clause 6.3 of the Implementation Agreement, be implemented on the Closing Date in the sequence set out in the Implementation Agreement. 5.3. If the Seller gives notice in terms of clause 6.2.2 of the Implementation Agreement then, on the basis set out in the Implementation Agreement and without any compensation being payable, the transaction contemplated in this Agreement shall be cancelled such that the Sale Shares are transferred back to the Seller.

Implementation Steps. In order to implement the Arrangement, the following steps shall be taken by the Parties: a) upon execution of this Arrangement Agreement, Buyco shall forthwith deliver to Pubco payment for the Deposit, which shall be a non-refundable deposit in partial payment of the Purchase Price;

Implementation Steps. (a) CMI covenants in favour of Genterra that CMI shall either lawfully convene and hold the CMI Meeting for the purpose of considering the CMI Amalgamation Resolution or circulate the CMI Amalgamation Resolution for signature by all of the Holders of CMI Shares as soon as reasonably practicable and, in any event, no later than December 31, 2009 subject to adjournments or postponements, as may be agreed to by CMI and Genterra. (b) Genterra covenants in favour of CMI that Genterra shall lawfully convene and hold the Genterra Meeting for the purpose of considering the Genterra Amalgamation Resolution as soon as reasonably practicable and, in any event, no later than December 31, 2009 , subject to adjournments or postponements, as may be agreed to by CMI and Genterra.

Implementation Steps a. Vacant positions will be posted after the in-building switches by principals are completed. b. Interviews shall be granted to personnel with appropriate certification seeking voluntary transfers by May 31, provided that principals will not be required to interview teachers seeking voluntary transfers more than once at any school each year. c. Positions offered to each involuntary transferee and to teachers requesting a voluntary transfer by May 31 will be documented, including the nature of the transfer (whether involuntary or voluntary) and shared with the Federation.

Implementation Steps. On the Implementation Date: (a) subject to the provision of the Scheme Consideration in accordance with the Scheme and Boart Canada having provided Boart ▇▇▇▇▇▇▇▇ with written confirmation of that having occurred, all the Scheme Shares, together with all rights and entitlements attaching to those shares as at the Implementation Date, will be transferred to Boart Canada without the need for any further act by any Scheme Shareholder (other than acts performed by Boart Longyear or its directors and officers as attorney and agent for the Scheme Shareholders under the Scheme) by Boart ▇▇▇▇▇▇▇▇ effecting a valid transfer or transfers of the Scheme Shares to Boart Canada under section 1074B of the Corporations Act or, if that procedure is not available for any reason in respect of any Scheme Shares, by: (i) Boart ▇▇▇▇▇▇▇▇ delivering to Boart Canada for execution duly completed and, if necessary, stamped Scheme Transfers to transfer the Scheme Shares to Boart Canada, duly executed by Boart Longyear or any of its directors and officers as the attorney and agent of each Scheme Shareholder as transferor under clauses 5.2 and 5.3; (ii) Boart Canada executing the Scheme Transfers as transferee and delivering them to Boart ▇▇▇▇▇▇▇▇; and‌ (iii) Boart ▇▇▇▇▇▇▇▇ upon receipt of the Scheme Transfers under subparagraph (ii) entering or procuring entry of the name and address of Boart Canada in the Boart ▇▇▇▇▇▇▇▇ Register as the holder of all the Scheme Shares; and (b) Boart Canada will issue to each Scheme Shareholder the Scheme Consideration for each Boart ▇▇▇▇▇▇▇▇ Share held by the Scheme Shareholder, in accordance with and subject to the terms of this Scheme.‌

Implementation Steps. 1. The responsible Center Coordinator or their designee contacts the Assistant Director to request needed substitute teaching staff in order to demonstrate adherence to mandated ratio/group size (HSPPS 1302.21(b)). The Assistant Director determines the availability of paid substitute(s) and confirms availability, or lack of, substitute(s) with the Center Coordinator or their designee. 2. The responsible Center Coordinator and/or Center Manager serve as acting Teacher/Teacher Assistant as needed within their building. The Center Coordinator remains in the classroom for the duration of the program session and assigns a staff member outside of teaching staff to monitor building operations. 3. Within reasonable constraints, Senior Administrative staff serve as acting Teacher/Teacher Assistant. Senior Administrative staff remain in the classroom for the duration of the program session and ensure the appropriate Administrative Assistant is aware of their re-assignment for the day. 4. Steps apply in the order listed. Only after steps one through three have been implemented, the responsible Center Coordinator informs the Assistant Director. The Assistant Director informs the Program Director or their designee who determines if closing a classroom for the day is warranted. Supportive teacher practices and positive learning environments are core elements of the Head Start Program and under no circumstances are children to be moved from one classroom to another in order to maintain ratio (HSPPS 1302.45 (a)(1)). The Program Director or their designee only notify parents of the classroom closure via the program’s messaging system.

Implementation Steps. (a) AzTech covenants in favour of Excelsior and Excelsior Subco that AzTech shall lawfully convene and hold the AzTech Meeting for the purpose of considering the AzTech Resolution as soon as reasonably practicable and, in any event, no later than September 30, 2010 subject to adjournments or postponements, as may be agreed to by AzTech and Excelsior, acting reasonably. The notice for the AzTech Meeting to be mailed to each AzTech Shareholder shall contain the required information pertaining to dissenting shareholder rights as required by Arizona Revised Statutes, Title 10, Chapter 13. (b) Excelsior covenants in favour of AzTech that Excelsior shall (i) in its capacity as the sole shareholder of Excelsior Subco, sign the Excelsior Subco Resolution; and (ii) lawfully convene and hold the Excelsior Meeting for the purpose of considering the Excelsior Resolutions as soon as reasonably practicable and, in any event, no later than September 30, 2010, or such other date as may be agreed to by AzTech and Excelsior, acting reasonably.