Possible Sample Clauses

Possible. “Undoing” of a Change in Control. If a report is filed with the SEC disclosing that a person (the “Acquiror”) is or has become a beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s outstanding securities and, as a result of that filing, a Change in Control, as defined in Paragraph 1(a), above, occurs, while Employee is in the employ of the Company, then, as provided in Paragraph 1, above, this Agreement will become immediately operative. However, if:
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Possible solutions The programme involves activities with the ASEAN Member States as well as with the ASEAN Secretariat. Capacity development measures will cover four dimensions ranging from individuals to ASEAN bodies, networks and the policy level. As discussed, among others, during the workshop on 28 June 2010 with representatives from the SOM-AMAF, and agreed upon in the “Agreed Minutes” of the project appraisal mission, the Module “Adaptation and Mitigation Strategies in Support of the AFCC” will consist of two components as outlined below. The thematic packages as well as respective indicators and outcomes are aligned to the AFCC Components and Strategic Thrusts; they can be clearly attributed to the matrix of indicative activities on the implementation of the AFCC, which was welcomed by the Special-Som-31st AMAF Meeting in August 2010 in Brunei Darussalam. Thematic Packages for Component (1) on Forest Issues of the AFCC: ▪ Forest Certification / Sustainable Forest Management (SFM); ▪ Forest Governance and Finance; ▪ XXXX-plus (Forests and Climate Change). The expected impact of the respective packages will be: ▪ There is an agreement on regional standards for certification of SFM and national implementation. ▪ Framework conditions for successful participation in important / relevant processes (REDD+, FLEG, certification) are (further) supported. ▪ ASEAN-Member States can implement REDD+ more efficiently and effectively. Thematic Packages for Component (2) on Climate Response Strategies and Climate- Proofing: ▪ Adaptation and mitigation in key (cross-border) agricultural/forestry value chains; ▪ Adaptation strategies for vulnerable sub-regions for integration into the regional economy while reducing climate risks; ▪ Climate-proofing (mainstreaming) for ASEAN investment programmes and activities in the agriculture and forestry sectors; ▪ Cross-cutting: capacity building for ASEC and others, performance management, networking. The expected impact of the respective packages will be: ▪ ASEAN uses recommendations to develop and approve policies and strategies for adaptation and mitigation and their financing in key value chains. ▪ ASEAN uses recommendations to develop and approve policies and strategies for coordinated support to adaptation (and mitigation) in most vulnerable regions. ▪ ASEAN uses a robust-tested methodology to climate-proof its investment programmes and activities in the agriculture and forestry sectors.
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Possible. (1) This Agreement shall be ratified. Instruments of ratification shall be exchanged at The Hague as soon as
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Possible. Answer 13 Under the Telecommunications Business Law, as long as terminal facilities meet certain technical standards and customer-provided telecommunications facilities meet certain circumstances, network-based suppliers cannot refuse requests made by owners of those facilities to connect network-based suppliers' lines to those facilities. Answer 14 Authorization from MPT is necessary for an agreement to interconnect telecommunications facilities between Type I Carriers. With respect to agreements on interconnection between Special Type II Carriers, when either or both parties concerned supply international VAN services, authorization from MPT is required. In other cases, notification to MPT on such agreements is required. Answer 15 Under the Japanese law, network-based suppliers are not required to provide interconnection for other basic telecommunications networks or service suppliers. However, MPT retains the authority to order them to enter into an agreement on interconnection at the request from the party (parties) concerned in accordance with provisions of the Telecommunications Business Law, in the following cases: when negotiations for such interconnection fail to be conducted or come to an agreement, and when MPT deems interconnection especially necessary and appropriate to promote the public interest. Answer 16 It is permitted. Answer 17 As mentioned in Answer 14 above, authorization from MPT is required for an agreement on interconnection between Type I Carriers etc. Agreements on interconnection, including interconnection charges, may be negotiated on a case-by-case basis. However, unfair or discriminatory treatment is not allowed. The publication of such agreements depends on intention of the carriers who concluded the agreement. Answer 18 There are no safeguards against anti-competitive practices of monopolies or dominant suppliers. However, as mentioned in Answers 14 and 15, certain criteria are set for interconnection. In the case of NTT, in order to promote fair and effective competition, measures have been taken: - to separate mobile communications business from NTT, - to introduce an independent division system in NTT, - and to prevent cross-subsidization inside NTT, etc., based on "measures in accordance with Article 2 of Supplementary Provisions of the Nippon Telegraph and Telephone Corporation Law". Answer 19 There are no relevant safeguards because no distinction is made between dominant telecommunications service suppliers and other...
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Possible. The relationship with the use of the investigational device or comparator, or the relationship with procedures, is weak but cannot be ruled out completely. Alternative causes are also possible (e.g., an underlying or concurrent illness/ clinical condition or/and an effect of another device, drug or treatment). Cases where relatedness cannot be assessed, or no information has been obtained should also be classified as possible.
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Possible. There is a temporal coincidence between intake of study medication and occurrence of the adverse event. A contribution of the study medication is possible (e.g. due to the pharmacological properties of the study medication), but other explanations are also possible (e.g. underlying disease, concomitant medication).
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Possible. “red flags” to watch out for The UK authorities are given wide discretion by the Bribery Act and everyone is watching closely to see where they draw the line in practice in the numerous grey areas that exist in the legislation. Whilst the following are not necessarily examples of bribery or improper conduct, they are “red flags” which should make you think very carefully before proceeding. ● Any request for a fee to help “oil the wheels” of a commercial deal or tender, or to release goods from customs or speed up a regulatory application ● A counterparty that requests payment to a third party or involving several individuals and companies where there is no obvious relationship between them. ● Transactions where money or property is passed through a consultant or representative with the aim of obtaining or influencing certain government actions or approvals. ● A suggestion that some form of “thank you” would be appropriate in return for past or future business. ● The provision of unusually lavish corporate hospitality or a request that you provide such hospitality. ● A refusal by a counterparty or agent to accept an anti-bribery clause in an agreement.
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Related to Possible

  • Intent Subscriber is purchasing the Securities solely for investment purposes, for Subscriber’s own account (and/or for the account or benefit of its members or affiliates, as permitted, pursuant to the terms of an agreement (the “Insider Letter”) to be entered into with respect to the Securities between, among others, Subscriber and the Company, as described in the Registration Statement), and not with a view to the distribution thereof and Subscriber has no present arrangement to sell the Securities to or through any person or entity except as may be permitted under the Insider Letter. Subscriber shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.

  • Reformation If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 9 is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.

  • Reasonable Commercial Efforts Reasonable commercial efforts means that the obligated party is required to make a diligent, reasonable and good faith effort to accomplish the applicable objective. Such obligation, however, does not require an expenditure of funds or the incurrence of a liability on the part of the obligated party, nor does it require that the obligated party act in a manner that would be contrary to normal commercial practices in order to accomplish the objective. The fact that the objective is or is not actually accomplished is not, by itself, an indication that the obligated party did or did not in fact utilize its reasonable commercial efforts in attempting to accomplish the objective.

  • Reasonable Cooperation By accepting the Restricted Stock, the Employee acknowledges and agrees that, during the course of the Employee’s employment with the Company, the Employee will be involved in, and may have information or knowledge of, business matters that may become the subject of legal action, including threatened litigation, investigations, administrative proceedings, hearings or disputes. As such, upon reasonable notice, both during the Employee’s employment with the Company and thereafter, the Employee agrees to cooperate fully with any investigation into, defense or prosecution of, or other involvement in, claims to which the Employee has personal and relevant knowledge that are or may be made by or against the Company. This agreement to cooperate includes talking to or meeting with such persons at times and in such places as the Company and the Employee reasonably agree to, as well as giving truthful evidence and truthful testimony. The Company shall reimburse the Employee for reasonable out-of-pocket expenses actually incurred in connection with such assistance. The Employee also promises to notify the Company within five (5) days if the Employee is subpoenaed or contacted by a third party seeking information about Company activities.

  • Intent of the Parties; Reasonableness The Seller, Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Article Three of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the Sponsor, the Administrator nor the Issuer shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

  • Regulation AB Compliance; Intent of the Parties; Reasonableness The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with all reasonable requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with the Trust, each Servicer, the Trustee and each Custodian shall cooperate fully with the Depositor to deliver to the Depositor (including its assignees or designees), any and all statements, reports, certifications, records and any other information available to such party and reasonably necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to each Servicer, the Trustee and each Custodian, as applicable, reasonably believed by the Depositor to be necessary in order to effect such compliance.

  • Applicable Law This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

  • Consistency The Corporate Taxpayer and the Members agree to report and cause to be reported for all purposes, including federal, state and local Tax purposes and financial reporting purposes, all Tax-related items (including the Basis Adjustments and each Tax Benefit Payment) in a manner consistent with that specified by the Corporate Taxpayer in any Schedule required to be provided by or on behalf of the Corporate Taxpayer under this Agreement unless otherwise required by law. Any dispute as to required Tax or financial reporting shall be subject to Section 7.09.

  • Section 409A of the Internal Revenue Code It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.

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