LOCK-IN AND ORDERLY MARKETING ARRANGEMENTS Sample Clauses

LOCK-IN AND ORDERLY MARKETING ARRANGEMENTS. 3.1 The Covenantor hereby undertakes with each of the Company, Xxxxxxx Xxxxxx and RBC that, except as provided in clauses 3.2 and 3.3, he will not during the Restricted Period effect any Disposal of his interest in all or any Shares or warrants, options or other rights of whatsoever nature to subscribe for or convert or exchange any securities into, or otherwise acquire, any Shares (irrespective of whether such options or rights are conditional or contingent) which are, in each case, beneficially owned, held or controlled by him at Admission excluding any Sale Shares (the “Restricted Interests”). 3.2 Subject to clause 3.3, the restrictions contained in clauses 3.1 and 4 shall not apply to any of the following: (a) any Disposal which is notified in writing in advance to the Board, Xxxxxxx Xxxxxx and RBC and to which each of the Board, Xxxxxxx Xxxxxx and RBC acting reasonably and in good faith gives its prior consent in writing; (b) any Disposal by way of gift: (i) by any individual to a Family Member; (ii) by any individual to any person or persons acting in the capacity of trustee or trustees of a trust created by such individual or, upon any change of trustees of a trust so created, to the new trustee or trustees, provided that there are no persons beneficially interested under the trust other than the individual and his Family Members; (iii) by any individual to any person or persons acting in the capacity of trustee or trustees of a trust established for charitable purposes only or, upon any change of trustees of a trust so created, to the new trustee or trustees; or (iv) by the trustee or trustees of a trust to which subparagraphs (ii) or (iii) apply to any person beneficially interested under that trust, provided that, prior to the making of any such Disposal, the Board (acting reasonably and in good faith) are satisfied that the transferee falls within one of the categories (i) to (iv) above and any such transferee first gives an undertaking to the Company, Xxxxxxx Xxxxxx and RBC in like terms to those in this clause 3 and contained in a deed, in such form as Xxxxxxx Xxxxxx and RBC may require, duly executed by the transferee and delivered to the Company, Xxxxxxx Xxxxxx and RBC; (c) in the event of an intervening court order; (d) to the acceptance of a general, partial or tender offer made to shareholders of the Company (or to all such shareholders other than the offeror and/or any body corporate controlled by the offeror and/or any persons acting in...
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Related to LOCK-IN AND ORDERLY MARKETING ARRANGEMENTS

  • Monitoring Arrangements 8.1 We will formally monitor the progress of the access agreement at least once a year and report annually to the SCITT Management Group. Initial monitoring will be concerned with participation rates and the development of data on lower income and other under-represented groups. When specific data is accrued, we will look to monitor against this. 8.2 Our annual report to the SCITT Management Group will form the basis of our monitoring report to OFFA.

  • Trunk Group Connections and Ordering 5.2.1 For both One-Way and Two-Way Interconnection Trunks, if Onvoy wishes to use a technically feasible interface other than a DS1 or a DS3 facility at the POI, the Parties shall negotiate reasonable terms and conditions (including, without limitation, rates and implementation timeframes) for such arrangement; and, if the Parties cannot agree to such terms and conditions (including, without limitation, rates and implementation timeframes), either Party may utilize the Agreement’s dispute resolution procedures. 5.2.2 When One-Way or Two-Way Interconnection Trunks are provisioned using a DS3 interface facility, if Onvoy orders the multiplexed DS3 facilities to a Frontier Central Office that is not designated in the NECA 4 Tariff as the appropriate Intermediate Hub location (i.e., the Intermediate Hub location in the appropriate Tandem subtending area based on the LERG), and the provision of such facilities to the subject Central Office is technically feasible, the Parties shall negotiate in good faith reasonable terms and conditions (including, without limitation, rates and implementation timeframes) for such arrangement; and, if the Parties cannot agree to such terms and conditions (including, without limitation, rates and implementation timeframes), either Party may utilize the Agreement’s dispute resolution procedures. 5.2.3 Each Party will identify its Carrier Identification Code, a three or four digit numeric code obtained from Telcordia, to the other Party when ordering a trunk group. 5.2.4 For multi-frequency (MF) signaling each Party will out pulse ten (10) digits to the other Party, unless the Parties mutually agree otherwise. 5.2.5 Each Party will use commercially reasonable efforts to monitor trunk groups under its control and to augment those groups using generally accepted trunk- engineering standards so as to not exceed blocking objectives. Each Party agrees to use modular trunk-engineering techniques for trunks subject to this Attachment.

  • Working Arrangements (i) The former industry practice whereby all Employees on site working in direct sunlight were relocated to shaded or air- conditioned areas when the temperature reached 32°C, will no longer operate. (ii) At temperatures below 35°C workers are not to be relocated out of direct sunlight unless the work environment creates a serious risk to their health and safety, having regard to the nature of the tasks being undertaken, provided that the task or activity being performed is completed and the penalty provisions as for emergency work under the Award shall apply. (iii) Once the temperature reaches 35°C work will cease, and workers may leave the site, provided that the task or activity being performed is completed and the penalty provisions as for emergency work under the Award shall apply. (iv) During periods of hot weather, work in air conditioned environments shall continue as normal. Workers will walk a reasonable distance through the open to and from amenities and the air-conditioned work space, provided it does not pose a serious threat to their health or safety. Alternatively, where the Employer can artificially ventilate covered spaces onsite and reduce the temperature to below 35°C, work may continue as normal subject to consultation and agreement with affected Employees to comply with the provisions of this clause. (v) By agreement with the OH&S committee and head contractor during periods of inclement weather (heat) the Saturday break roster can be applied to weekday work.

  • Business Combination Marketing Agreement The Company and the Representative have entered into a separate business combination marketing agreement substantially in the form filed as an exhibit to the Registration Statement (the “Business Combination Marketing Agreement”).

  • Reporting Arrangements The States will report against the agreed milestones during the operation of this Agreement, as set out in Part 4 – Project Milestones, Reporting and Payments.

  • Flexible Working Arrangements In accordance with the Employment Relations Act 2000, an employee affected by family violence may request a short-term (two months or less) variation of their employment arrangements to assist the employee to deal with the effects of family violence.

  • Placement of DNS probes Probes for measuring DNS parameters shall be placed as near as possible to the DNS resolvers on the networks with the most users across the different geographic regions; care shall be taken not to deploy probes behind high propagation-­‐delay links, such as satellite links.

  • Advisory Management and Distribution Arrangements 4.1 Advisory and Management Arrangements. Subject to the requirements of applicable law as in effect from time to time, the Trustees may in their discretion from time to time enter into advisory, administration or management contracts (including, in each case, one or more sub-advisory, sub-administration or sub-management contracts) whereby the other party to any such contract shall undertake to furnish the Trustees such advisory, administrative and management services, with respect to the Trust as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine. Notwithstanding any provisions of this Declaration, the Trustees may authorize any advisor, administrator or manager (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect investment transactions with respect to the assets on behalf of the Trustees to the full extent of the power of the Trustees to effect such transactions or may authorize any officer, employee or Trustee to effect such transactions pursuant to recommendations of any such advisor, administrator or manager (and all without further action by the Trustees). Any such investment transaction shall be deemed to have been authorized by all of the Trustees.

  • Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2

  • 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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