Permitted Dealing Clause Samples

Permitted Dealing. 40.2.1 The Partner may mortgage or charge or assign the benefit of this Agreement to an Approved Funder details of whom have been notified to the Council to secure monies advanced in connection with discharging the obligations under this Agreement and carrying out and disposing of the Development. 40.2.2 The Partner may direct the Council to grant any Phase Lease to a Group Company or to an Approved Funder or to a third party where such third party directly covenants with the Council to comply with the obligations in this Agreement relating to the relevant Phase or Sub-phase to be demised by the relevant Phase Lease PROVIDED THAT:-
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Permitted Dealing. 40.2.1 The Partner may mortgage or charge or assign the benefit of this Agreement to an Approved Funder details of whom have been notified to the Council to secure monies advanced in connection with discharging the obligations under this Agreement and carrying out and disposing of the Development. 40.2.2 The Partner may direct the Council to grant any Phase Lease to a Group Company or to an Approved Funder or to a third party where such third party directly covenants with the Council to comply with the obligations in this Agreement relating to the relevant Phase or Sub-phase to be demised by the relevant Phase Lease PROVIDED THAT:- (a) the identity of: (i) any third party proposed tenant; and (ii) the identity of any further Group Company/ies where Phase Leases have been granted to five Group Companies has been approved by the Council (such approval not to be unreasonably withheld or delayed); (b) the Partner will still remain liable to the Council for the performance of its obligations in this Agreement; and (c) the Partner Group Company, the Approved Funder, the third party or the Partner (as shall be the tenant in the Phase Lease) shall enter into an Overage Deed on completion of the Phase Lease. 40.2.3 The Council may assign the benefit of this Agreement to a Government Minister or body under the direction of a Government Minister, a statutory successor of the Council or another local authority.
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Permitted Dealing. 35 8.4 Mortgage.......................................................................................... 35 8.5 Dealing with Track Infrastructure................................................................. 37 9. TERMINATION........................................................................................ 37 ---------------------------------------------------------------------------------------------------------- NOTE:- Every annexed page shall be signed by the parties to the dealing, or where the party is a corporate body, be signed by the persons who have attested the affixing of the seal of that body to the dealing.
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Permitted Dealing. Each of the following is a Permitted Dealing: 8.3.1 a licence over or use of the Rail Corridor for the purposes of a legislative access regime, or any other access regime established or recognised under Part 111A of the Trade Practices Act;
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Permitted Dealing. (a) During the Escrow Period, the Holder may Deal in any of its Consideration Shares if the Dealing arises solely as a result of: (i) the acceptance a bona fide third party offer under a Takeover Bid in relation to those Consideration Shares, provided that the holders of at least half of the Shares that are not subject to any voluntary escrow deed, and to which the offers under the bid relate, have accepted the bid; or (ii) the transfer or cancellation of the Consideration Shares in the Company as part of a scheme of arrangement under Part 5.1 of the Corporations Act, provided that the scheme of arrangement has received all necessary approvals, including all such necessary court and shareholder approvals, provided, in each case, that if for any reason any or all Consideration Shares are not transferred or cancelled in accordance with such a Takeover Bid or scheme of arrangement (including because the Takeover Bid does not become unconditional), then the Holder agrees that the restrictions applying to the Consideration Shares under this deed will continue to apply. (b) Notwithstanding any condition to the contrary in this deed, during the Escrow Period, the Holder may transfer (in one or more transactions) any or all Consideration Shares to an Affiliate or Professional Trustee of the Holder provided: (i) such Affiliate or Professional Trustee agrees to be bound by the terms and conditions of this deed by entering into such further agreements as the Company may reasonably require (provided that the Company may not require any change to the remaining duration of the restrictions in clause 3 or to the nature of those restrictions); and (ii) the transfer does not result in a change to the beneficial ownership of the Consideration Shares. (c) During the Escrow Period, the Holder may Deal in any of its Consideration Shares to the extent the Dealing is required by applicable law (including an order of a court of competent jurisdiction), provided that any recipient of the Consideration Shares will no longer be bound by any restrictions on Dealing. (d) Notwithstanding any condition to the contrary in this deed, during the Escrow Period, the Holder may Deal in any of its Consideration Shares upon the death or incapacity of the Holder, provided that the transferee will no longer be bound by any restrictions on Dealing in respect of the Consideration Shares.
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Related to Permitted Dealing

  • Exclusive Dealing (a) From and after the Agreement Date until the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”), the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause their respective Affiliates and Representatives not to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1. (b) During the Pre-Closing Period, each of the Seller Guarantors, the Sellers, NewCo and the Company shall promptly notify Acquiror in writing after their receipt of, or any of their Affiliates or Representatives receipt of, (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, (iii) any other notice that any Person is considering making an Acquisition Proposal or (iv) any request for nonpublic information relating to the Company or for access to any of the properties, books or records of the Company by any Person or Persons other than Acquiror that would reasonably be expected to lead to an Acquisition Proposal. Such notice shall describe (1) the material terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request and (2) the identity of the Person or Group making any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request (except to the extent any of such information is deemed confidential under a confidentiality or non-disclosure agreement that is already in place as of the Agreement Date, in which case such notice will disclose the existence of such inquiry, offer, proposal, indication of interest or request and any of such information contained therein that is non-confidential). During the Pre-Closing Period, the Company shall keep Acquiror fully informed of the status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to Acquiror a true, correct and complete copy of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing (except to the extent any of such information is deemed confidential under a confidentiality or non-disclosure agreement that is already in place as of the Agreement Date, in which case such notice will disclose the existence of such inquiry, offer, proposal, indication of interest or request and any of such information contained therein that is non-confidential).

  • Exclusive Dealings For so long as this Agreement remains in ------------------ effect, neither Seller nor any person acting on Seller's behalf shall, directly or indirectly, solicit or initiate any offer from, or conduct any negotiations with, any person or entity concerning the acquisition of all or any interest in any of the Purchased Assets or the Stations, other than Buyer or Buyer's permitted assignees.

  • SELF-DEALING Unless entered into in bad faith, no contract or transaction between the Company and any of its Managers, Members, officers, or employees, or between the Company and any other entity or organization in which any of its Managers, Members, officers, or employees have a financial interest or are owners, managers, partners, directors, officers, or employees, shall be voidable solely for this reason or solely because such Manager, Member, officer, or employee was present or participated in the authorization of such contract or transaction. No Manager, Member, officer, or employee interested in such contract or transaction, because of such interest, shall be considered to be in breach of this Agreement or liable to the Company or any other Person for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction. Approval or ratification by a majority of the members having no interest in the transaction constitutes conclusive evidence that such transaction is permitted under this section, but shall not be required.

  • Routine Dealings The Custodian will, in general, attend to all routine and mechanical matters in accordance with industry standards in connection with the sale, exchange, substitution, purchase, transfer, or other dealings with Securities or other property of each Fund except as may be otherwise provided in this Agreement or directed from time to time by Instructions from any particular Fund. The Custodian may also make payments to itself or others from the Assets for disbursements and out-of-pocket expenses incidental to handling Securities or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to the appropriate Fund.

  • Good Faith and Fair Dealing The Parties hereby acknowledge that this Agreement imposes upon each of them a duty of good faith and fair dealing in its implementation.