NOMINEE ARRANGEMENTS Sample Clauses

NOMINEE ARRANGEMENTS. 17.1 Subject to Clauses 11.1 and 11.2 above and applicable Regulatory Rules, SHKCOM shall be entitled (and is hereby authorised), at any time and from time to time, to deposit or transfer any property (including, without limitation, any F/O Contract) of Client (“Property” for the purposes of this Clause 17 only) with or to or interchangeably between any banker(s), institution(s), custodian(s), clearing house(s), intermediary(ies) and/or other person(s) (whether any such banker, institution, custodian, clearing house intermediary or other person is in Hong Kong or elsewhere) and/or register or re-register any Property in the name of SHKCOM, any member of the Group or any nominee appointed or agreed by SHKCOM (whether such nominee is a person in Hong Kong or elsewhere) and/or cancel any such registration. 17.2 If any Property is registered in the name of a nominee for Client (“Nominee”), whether or not such Nominee is a member of the Group, Client agrees as follows: 17.2.1 that the Nominee shall have no liability (in negligence or otherwise howsoever) for failure to forward to Client any notice, information or other communication in respect of such Property; 17.2.2 that the Nominee shall have full liberty to exercise or refrain from exercising any rights or to satisfy or refrain from satisfying any liabilities arising from or in connection with the holding of such Property without the need to consult or notify Client beforehand and without being in any way liable therefor and Client shall indemnify the Nominee for all losses, costs, claims, liabilities and expenses incurred by the Nominee and arising directly or indirectly from any action taken or not taken by the Nominee in good faith; 17.2.3 to pay such fees, expenses and charges as the Nominee may from time to time prescribe in consideration of the nominee services, such fees, expenses and charges to be deducted as SHKCOM sees fit from any monies standing to Client’s credit in any account with SHKCOM and/or any member of the Group and until payment the Property held by the Nominee is subject to a lien in favour of the Nominee for the amount(s) concerned and such lien shall be in addition and without prejudice to other rights of the Nominee; and 17.2.4 that the Nominee may act on the instructions of any one Authorised Person or Authorised Third Party.
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NOMINEE ARRANGEMENTS. 10.1 If you request GAM to provide nominee services to you then the acceptance of these terms and conditions and the terms of clause 8 in particular shall constitute the formation of a contract between you and us and also between you and Xxxxxx.
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NOMINEE ARRANGEMENTS. 17.1 If any of Client’s securities are registered in the name of a nominee for Client (“Nominee”), whether or not such Nominee is a member of the Group, Client agrees asfollows: 17.1.1 the Nominee shall have no liability (in negligence or otherwise howsoever) for failure to forward to Client any notice, information or other communication in respect of any suchsecurities; 17.1.2 the Nominee shall have full liberty to exercise or refrain from exercising any rights or to satisfy or refrain from satisfying any liabilities arising from or in connection with the holding of any such securities without the need to consult or notify Client beforehand without being in any way liable therefor and Client shall indemnify the Nominee for any loss, cost, claim, liability and expense incurred by the Nominee and arising directly or indirectly from any action taken or not taken by the Nominee in good faith; 17.1.3 to pay such fees, expenses and charges as the Nominee may from time to time prescribe in consideration of the nominee Electronic Trading Services, such fees, expenses and charges to be deducted as Golden Eagle Brokerage sees fit from any monies standing to Client’s credit in any account with Golden Eagle Brokerage and/or any member of the Group and until payment the securities held by the Nominee are subject to a lien in favour of the Nominee for the amount(s) concerned; 17.1.4 the Nominee may act on the instructions of any one Authorised Person or Authorised Third Party; and 17.1.5 the Nominee is not bound to return to Client securities bearing identical serial numbers as any transferred to the Nominee.
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NOMINEE ARRANGEMENTS. Where a distributor and/or a nominee service provider is used by an investor to invest in the Notes, such investor will only receive payments and/or deliveries of Reference Assets on the basis of arrangements entered into by the investors with the distributor or nominee service provider as the case may be. Such investors must look exclusively to the distributor or nominee service provider for all payments and/or deliveries attributable to the Notes. None of the Issuer, Guarantor, Manager, Determination Agent or any other person will be responsible for the acts or omissions of the distributor or nominee service provider, nor make any representation or warranty, express or implied, as to the services provided by the distributor or nominee service provider. A wide range of Certificates may be issued under the Programme. A number of these Certificates may have features which contain particular risks for potential investors. Set out below is a description of the most common such features. Potential investors should also have regard to "Risks related to the structure of a particular issue of Certificates or Warrants" for additional risks which are relevant to Certificates The Certificates involve a high degree of risk, which may include, among others, interest rate, foreign exchange, time value and political risks. Prospective purchasers of Certificates should recognise that their Certificates may have no value on redemption. Purchasers should be prepared to sustain a total loss of the purchase price of their Certificates. This risk reflects the nature of a Certificate as an asset which, other factors held constant, tends to decline in value over time and which may become worthless on redemption. See "Certain Factors Affecting the Value and Trading Price of Certificates" below. Prospective purchasers of Certificates should be experienced with respect to options and option transactions, should understand the risks of transactions involving the relevant Certificates and should reach an investment decision only after careful consideration, with their advisers, of the suitability of such Certificates in light of their particular financial circumstances, the information set forth herein and the information regarding the relevant Certificates and the particular reference index (or basket of indices), share (or basket of shares), debt instrument (or basket of debt instruments), currency (or basket of currencies), commodity (or basket of commodities), fund (or basket of...
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NOMINEE ARRANGEMENTS. (i) Prior to the Effective Time, Corporation shall enter into the Nominee Agreement, on terms acceptable to Yamana, acting reasonably, with Canadian Malartic GP pursuant to which Corporation shall agree to hold title to the Canadian Malartic Property as agent and nominee of Canadian Malartic GP, such agreement to become effective as of the Effective Time; (ii) Prior to the Effective Time, Corporation shall, have incorporated a wholly-owned subsidiary pursuant to the CBCA (“Canadian Malartic Nominee”) and shall, after the Effective Time and as and when directed by Canadian Malartic GP, transfer title of Canadian Malartic Property to Canadian Malartic Nominee such that Canadian Malartic Nominee succeeds Corporation as agent and nominee with respect to the title to Canadian Malartic Property (such transfer to Canadian Malartic Nominee to be registered on title to the Canadian Malartic Property); and. (iii) Corporation shall, not later than two (2) days after Canadian Malartic Nominee succeeds Corporation as agent and nominee of Canadian Malartic GP with respect to title to the Canadian Malartic Property, transfer 50% of the shares of Canadian Malartic Nominee to Canadian Malartic Purchaser for cash consideration of $10.
Sample 1
NOMINEE ARRANGEMENTS. The Beneficial Owners are parties to this Agreement in their capacity as beneficial holders of the Sale Shares set out beside the names of their respective Nominee Shareholders in columns (B), (C), (D), (E), (F) and/or (G) of the table in Part A of Schedule 1, and, by signing below, hereby direct and instruct their respective Nominee Shareholders to transfer the entire interest in the relevant Sale Shares to the Buyer. This Agreement has been entered into on the date stated at the beginning of it. SCHEDULE 1 (A) Name and address of Seller (B) Ordinary Shares (C) Series A Shares (D) Series B Shares (E) Series C Shares (F) G1 Shares (G) G2 Shares (H) Number and class of Consideration Shares to be issued by the Buyer (A) Name and address of Seller (B) Ordinary Shares (C) Series A Shares (D) Series B Shares (E) Series C Shares (F) G1 Shares (G) G2 Shares (H) Number and class of Consideration Shares to be issued by the Buyer
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Related to NOMINEE ARRANGEMENTS

  • Purchase Arrangements Section 6.1. Purchaser Orders; Product Quantities Section 6.2. Placement of Orders Section 6.3. PLC License Section 6.4. Failure to Supply Section 6.5. Technology Escrow and Transfer

  • Escrow Arrangements The Parties shall take all action required to cause the Escrow Agent to hold all funds deposited with or held by the Escrow Agent pursuant to the Escrow Agreement, including the Escrow Deposit and any interest or earnings accrued thereon (the "Escrow Funds"), until such time as they are to be released to the parties in accordance with this Section 3.4. The fees and expenses of the Escrow Agent shall be borne equally by the Sellers on the one hand and Buyer on the other hand. The Parties shall promptly execute and deliver such instructions and other documents and take all other action as may be required to cause the Escrow Agent to release the Escrow Funds to the Parties as follows: (a) Except as set forth in Section 3.4(d), within one Business Day after the earlier of (i) the date upon which a binding settlement or compromise of the Subject Litigation has been reached, which settlement or compromise provides for an unconditional release of the Company or any successor in interest identified by Buyer to Sellers (whether by merger, consolidation or otherwise) from any liability or obligation arising with respect to the Subject Litigation or (ii) the date upon which a final judgment of a court of competent jurisdiction has been entered to the effect that the Company or any such successor in interest is not subject to liability in respect of the Subject Litigation, the Escrow Agent shall release to the Sellers (to such account or accounts as shall be designated by the Seller Representative) an amount equal to $7,000,000, plus one half of all interest or earnings included in the Escrow Funds (or, if less, the total amount of remaining Escrow Funds not previously released in accordance with this Section 3.4) (the "Litigation Escrow Amount"); (b) Within one Business Day after the date upon which (A) Buyer, the Company or any such successor in interest to the Company pays or becomes unconditionally obligated to pay (whether as a result of any final judgment or arbitral award or as a result of any settlement to which the Sellers have granted their consent in accordance with Section 12.3) any Losses for which it is entitled to receive indemnification from Sellers under Section 12.1 arising from a Third Party Claim, including in respect of the Subject Litigation, or (B) Sellers become unconditionally obligated to pay to Buyer (whether by agreement of the Parties or as a result of an arbitral award entered in favor of Buyer) any Losses for which Buyer is entitled to receive indemnification from Sellers under Section 12.1 arising from a Claim other than a Third Party Claim, the Escrow Agent shall release to the Buyer (to such account or accounts as shall be designated by the Buyer) an amount equal to such Losses; and (c) Except as set forth in Section 3.4(d), immediately upon the second anniversary of the Closing Date, the Escrow Agent shall release to the Sellers (to such account or accounts as shall be designated by the Seller Representative) all remaining Escrow Funds, other than the Litigation Escrow Amount (which may only be released in accordance with the terms of Section 3.4(a) above). (d) Notwithstanding Sections 3.4(a) and (c) above, the parties shall not be required to take action to cause the Escrow Agent to release Escrowed Funds to the Sellers in accordance with such provisions if Buyer shall have asserted good faith claims for indemnity under Section 12.1 which have not been finally resolved (the "Pending Claims"), to the extent that, after the release of such funds by the Escrow Agent as contemplated by Sections 3.4(a) or (c), the remaining Escrowed Funds held by the Escrow Agent would be insufficient to pay the amount necessary to cover Sellers' indemnification obligations in respect of such Pending Claims. (e) If, in order to secure the release of any Escrowed Funds in accordance with this Section 3.4, it is necessary for Buyer on the one hand or Sellers on the other hand to commence arbitration proceedings in accordance with Section 14.9, the arbitrator may, if it determines that the other party or parties (the "Nonconsenting Party") failed or refused to take action to release all or part of the Escrowed Funds to the other party (the "Other Party") as required by this Agreement and did not have a good faith basis for such failure or refusal, order the Nonconsenting Party to pay to the Other Party an amount equal to the interest that would have accrued on the portion of the Escrowed Funds that would have been released but for the failure or refusal on the part of the Nonconsenting Party, at a rate at 10% per annum, for each day from and after the commencement of such failure or refusal until the date upon which applicable portion of the Escrowed Funds was actually released to the Other Party.

  • Custody Arrangements The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust’s custodian such information as the Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.

  • GOVERNANCE ARRANGEMENTS Enforceability of the Agreement

  • 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.

  • 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.

  • Certain Arrangements The Company will not consummate or permit to occur any Section 13 Event unless (A) the Principal Party has a sufficient number of authorized, unissued and unreserved Common Shares to permit the exercise in full of the Rights in accordance with this Section 13 and (B) prior thereto the Company and the Principal Party have executed and delivered to the Rights Agent a supplemental agreement confirming that (1) the requirements of this Section 13 will be promptly performed in accordance with their terms, (2) the Principal Party will, upon consummation of such Section 13 Event, assume this Plan in accordance with Section 13(a) and Section 13(b), (3) such Section 13 Event will not result in a default by the Principal Party pursuant to this Plan (as it has been assumed by the Principal Party) and (4) the Principal Party, as soon as practicable after the date of such Section 13 Event and at its own expense, will: (i) prepare and file a registration statement pursuant to the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (x) become effective as soon as practicable after such filing and (y) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date, and similarly comply with applicable state securities laws; (ii) use its best efforts to list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange or to meet the eligibility requirements for quotation on a national securities exchange and to list (and continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange; (iii) deliver to holders of the Rights historical financial statements for the Principal Party and its Affiliates that comply in all respects with the requirements for registration on Form 10 (or any successor form) promulgated under the Exchange Act; and (iv) take all other action as may be necessary to allow the Principal Party to issue the securities purchasable upon exercise of the Rights.

  • Affiliate Arrangements Except as set forth on Schedule II attached hereto, neither such Sponsor nor any anyone related by blood, marriage or adoption to such Sponsor or, to the knowledge of such Sponsor, any Person in which such Sponsor has a direct or indirect legal, contractual or beneficial ownership of 5% or greater is party to, or has any rights with respect to or arising from, any Contract with Acquiror or its Subsidiaries.

  • Brokerage Arrangements The Purchaser has not entered (directly or indirectly) into any agreement with any Person that would obligate the Seller or any of their Affiliates to pay any commission, brokerage or “finder’s fee” or other similar fee in connection with this Agreement, or the transactions contemplated hereby.

  • 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.

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