MODIFICATION OR AMENDMENTS TO THE SCHEME Sample Clauses
MODIFICATION OR AMENDMENTS TO THE SCHEME. 23.1 Any modifications/ amendments or additions/ deletions to the Scheme may only be made with the approval of the respective Boards of the Transferor and the Transferee. The aforesaid powers of the Transferor and the Transferee to give effect to the modification/ amendments to the Scheme may be exercised subject to approval of NCLT or any other Appropriate Authorities as may be required under Applicable Law.
23.2 The Transferor and the Transferee agree that if, at any time, either of the NCLT or any Appropriate Authority directs or requires any modification or amendment of the Scheme, such modification or amendment shall not, to the extent it adversely affects the interests of the Transferor and /or the Transferee, be binding on the Transferor and the Transferee, as the case may be, except where the prior written consent of the affected party i.e. the Transferor and /or the Transferee, as the case may be, has been obtained for such modification or amendment, which consent shall not be unreasonably withheld by the Transferor and the Transferee, as the case may be.
23.3 If the Transferor and the Transferee are desirous of making any material modification to the provisions of the Scheme after receipt of approval of SEBI to the Scheme, such modification shall be subject to approval of SEBI of such modification or any further modifications as may be required by SEBI.
23.4 Either the Transferor or the Transferee (acting through its Board) may, in their full and absolute discretion, jointly and as mutually agreed in writing, modify, vary or withdraw this Scheme at any time prior to the Effective Date in any manner, provided that any modification to or variation or withdrawal of the Scheme by the Transferor and the Transferee, after receipt of sanction by the NCLT, shall be made only with the prior approval of the NCLT.
23.5 The Transferor and the Transferee (through their respective Boards) shall determine jointly whether any asset, liability, employee, legal or other proceedings forms part of the Power Grids Business or not, on the basis of any evidence that they may deem relevant for this purpose. The determination by the Boards of the Transferor and the Transferee in this regard shall be final.
MODIFICATION OR AMENDMENTS TO THE SCHEME. 16.1 The Transferor Company and the Transferee Company, through their respective Boards (which shall include any committee authorized by the Board in this regard) may assent to any modifications/amendments to the Scheme or to any conditions or limitations that the Court and/or any other authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them. The Transferor Company and the Transferee Company, acting through their respective authorized representatives, be and are hereby authorized to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any directive or orders of any other authorities or otherwise howsoever arising out of or under or by virtue of the Scheme and/or any matter concerned or connected therewith. This Scheme is and shall be conditional upon and subject to:
17.1 The Scheme being approved by the requisite majorities in number and value of such classes of persons including the Members and / or Creditors of the Transferor Company and the Members and / or Creditors of the Transferee Company as may be directed by the Court or any other competent authority, as may be applicable.
17.2 The Scheme being sanctioned by the Court or any other authority under Sections 391 to 394 of the Act and to the necessary Order under Section 394 of the said Act being obtained.
17.3 Certified copies of the Orders of the Court sanctioning the Scheme being filed with the respective Registrar of Companies by the Transferor Company and the Transferee Company.
17.4 The requisite, consent, approval or permission of the Central Government, State Government(s), or any other statutory or regulatory authority, if any, which by law may be necessary for carrying on the business and for the implementation of this Scheme.
MODIFICATION OR AMENDMENTS TO THE SCHEME. 22.1 On behalf of the Demerged Company and the Resulting Company, the Board of Directors of respective companies, may consent, on behalf of all persons concerned by unanimous resolutions, to any modifications or amendments of the Scheme and without prejudice to the generality of the foregoing, any modification to the Scheme involving withdrawal of any of the parties to the Scheme at any time and for any reason whatsoever, or to any conditions or limitations that the NCLT or any other authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them (i.e. the Board of Directors) and solve all difficulties that may arise for carrying out the Scheme and do all acts, deeds and things necessary for putting the Scheme into effect.
22.2 For the purpose of giving effect to this Scheme or to any modification thereof the Board of Directors of the Demerged Company and the Resulting Company may give and are authorised to give such directions including directions for settling any question of doubt or difficulty that may arise.
MODIFICATION OR AMENDMENTS TO THE SCHEME. 5.2.1 The Transferor Company and the Transferee Company, by their respective Board of Directors may assent to any modifications / amendments to the Scheme or to any conditions or limitations that the Court and / or any other authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by the Board of Directors of the Transferor Company and the Transferee Company. The Transferor Company and the Transferee Company by their respective Board of Directors be and are hereby authorized to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any directive or orders of any other authorities or otherwise howsoever arising out of or under or by virtue of the Scheme and/or any matter concerned or connected therewith.
MODIFICATION OR AMENDMENTS TO THE SCHEME. The Demerged Company and the Resulting Company, by their respective Board of Directors may jointly and unanimously in writing, assent to any modifications/amendments to the Scheme or to any conditions or limitations that the Court and/or any other authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by the Board of Directors. The Demerged Company or the Resulting Company, by their respective Board of Directors, only after getting the necessary approval from the Hon’ble National Company Law Tribunal, be and are hereby authorized to take all steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any directive or orders of the Tribunal or of any other authorities or otherwise howsoever arising out of or under or by virtue of the Scheme and/or any matter concerned or connected therewith, and the joint decision of the Board of Directors of the Demerged Company and the Resulting Company in this regard shall be final and conclusive.
MODIFICATION OR AMENDMENTS TO THE SCHEME. 16.1. The Demerged Company and the Resulting Company by their respective Directors) may assent to any modifications or amendments to the Scheme or agree to any terms and/or conditions which the NCLT and/or any other authorities under Applicable Law may deem fit to direct or impose or which may otherwise be considered necessary or desirable for settling any question or doubt or difficulty that may arise for implementing and/or carrying out the Scheme and do all acts, deeds and things as may be necessary, desirable or expedient for putting the Scheme into effect. All amendments / modifications to the Scheme shall be subject to approval of the NCLT.
16.2. For the purpose of giving effect to the Scheme or to any modification thereof, the Board of Directors of the Demerged Company and the Resulting Company are hereby authorised to give such directions and/or to be take such steps as may be necessary or desirable including any directions for settling any question or doubt or difficulty whatsoever that may arise.
MODIFICATION OR AMENDMENTS TO THE SCHEME. 40.1. Subject to approval of NCLT, the respective Boards or the respective authorized representative appointed by the Board of ATPL, EFFSL, EFL, FCL and FESL may make modifications or assent to any modifications, alterations or amendments of this Scheme or any conditions which the NCLT and / or any other competent authority may deem fit to direct or impose and the said respective Boards and after dissolution of ATPL, EFFSL, EFL, the Board of FCL and FESL may do all such acts, things and deeds necessary in connection with or to carry out the Scheme into effect and take such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any order of the NCLT or any directions or order of any other authorities or otherwise howsoever arising out of, under or by virtue of this Scheme and / or matters concerned or connected therewith.
40.2. ATPL, EFFSL, EFL, FCL and FESL may withdraw this Scheme prior to the Effective Date at any time.
MODIFICATION OR AMENDMENTS TO THE SCHEME. 14.1. AFL and RUL by their respective Board of Directors or any duly authorised Committee may make or consent to any modifications or amendments to the Scheme or to any conditions or limitations that the Court or any other authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them and solve all difficulties that may arise for carrying out the Scheme and do all acts, deeds and things necessary for putting the Scheme into effect.
MODIFICATION OR AMENDMENTS TO THE SCHEME. The Transferor Companies and Transferee Company with approval of their respective Boards of Directors may consent, from time to time, on behalf of all persons concerned, to any modifications/amendments or additions/deletions to the Scheme which may otherwise be considered necessary, desirable or appropriate by the said Boards of Directors to resolve all doubts or difficulties that may arise for carrying out this Scheme and to do and execute all acts, deeds matters, and things necessary for bringing this Scheme into effect or agree to any terms and / or conditions or limitations that the Hon'ble Court or any other authorities under law may deem fit to approve of, to direct and /or impose. The aforesaid powers of the Transferor Companies and Transferee Company to give effect to the modification/amendments to the Scheme may be exercised by their respective Boards of Directors or any person authorised in that behalf by the concerned Board of Directors subject to approval of the Hon'ble Court or any other authorities under applicable law.
MODIFICATION OR AMENDMENTS TO THE SCHEME. Subject to approval of High Court, IHL and 5PCL by their respective Boards of Directors (‘the Board’, which term shall include Committee thereof), may assent to/make and/or consent to any modifications/amendments to the Scheme or to any conditions or limitations that the Court and/or any other Authority under law may deem fit to direct or impose, or which may otherwise be considered necessary, desirable or appropriate as a result of subsequent events or otherwise by them (i.e. the Board of Directors). IHL and 5PCL by their respective Board are authorised to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whatsoever for carrying the Scheme, whether by reason of any directive or Orders of any other authorities or otherwise howsoever, arising out of or under or by virtue of the Scheme and/or any matter concerned or connected therewith.