PRE-EMPTION PROCEDURE Sample Clauses

PRE-EMPTION PROCEDURE. 4.1 The Seller shall serve the Offer Notice in duplicate on the Buyer immediately after a Pre-emption Event occurs. 4.2 The Offer Notice shall be in the form set out in the Second Schedule. 4.3 The Buyer may exercise its right of Pre-emption: 4.3.1 by the Buyer signing the statement of acceptance at the foot of the Offer Notice and serving it on the Seller at any time within ninety (90) days after and excluding the date of service of the Offer Notice on the Buyer (“the Acceptance Notice”); or The Buyer may reject its right of Pre-emption: 4.3.2 by the Buyer completing, signing and serving the Rejection Notice on the Seller at any time within ninety (90) days after and excluding the date of service of the Offer Notice on the Buyer . 4.4 On the valid exercise of the Pre-emption a binding contract for sale and purchase is created and the Seller shall sell and the Buyer shall buy the freehold interest in the Property at the Pre-emption Price on the terms of this agreement. 4.5 The Offer Notice may not be varied before the expiry of the period for acceptance of the offer set out in clause 4.6 The Offer Notice may not be withdrawn. 4.7 The parties shall do all things necessary to ensure that the exercise of the Pre-emption constitutes an enforceable agreement for sale and purchase in accordance with the Law of Property (Miscellaneous Provisions) Act 1989 Section 2 or any statutory re-enactment or modification of it for the time being in force. 4.8 The Seller’s Solicitor will use their reasonable endeavours to reply in writing to any reasonable enquiries, requisitions, observations, or further enquiries, requisitions or observations raised by the Buyer as soon as practicable after their receipt.
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PRE-EMPTION PROCEDURE. (a) On the occurrence of a Qualifying Event, the procedure set out in this Clause must be carried out. (b) The Seller must give notice to the Buyer of the occurrence of the Qualifying Event within 5 working days and the notice is to contain: (i) the Offer Terms; (ii) the Offer to the Buyer at the Offer Terms, capable of acceptance by the Buyer within the Prescribed Time Limit after the giving of the notice, and for completion 21 days after acceptance; and (iii) a copy of the conditional contract entered into to effect the Disposal or where no such contract has yet been entered into a copy of the agreed terms or a copy of the offer referred to in Clause 2.2 above and (if any) heads of terms and the latest draft of any relevant documentation pertaining to the Disposal, and is to be in substantially the form annexed to this Agreement and duly signed by, or by the duly authorised agent of, the Seller. (c) The Seller is not entitled to vary or add to the terms of the Offer, and the Offer is to be irrevocable during the Prescribed Time Limit. (d) The Seller will use reasonable endeavours to reply to the usual conveyancing preliminary enquiries raised by the Buyer.
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PRE-EMPTION PROCEDURE. On service of a Pre-emption Notice (as defined in clause 20.5) the Parties shall appoint (within 5 working days of the date of the Pre-emption Notice) a suitable firm of chartered surveyors (“Pre-emption Surveyors”) (owing a duty of care to each of the Agency and the Council) to provide an opinion as to the Open Market Value in relation to that part of the Site which, but for the operation of this Schedule 4, would be subject to the terms of Schedule 2 (such part of the Site being referred to as “the Pre-emption Land”). The Pre-emption Surveyors shall be instructed to carry out valuations of the Pre-emption Land and in particular: a valuation of the Open Market Value of the Pre-emption Land on the basis that the whole of the Pre-emption Land is sold as a single piece of property (“Pre-emption Land Value”); and
Sample 1
PRE-EMPTION PROCEDURE. 13.1 The Company shall forthwith upon receipt of a Transfer Notice or, where later, upon the determination of the Transfer Price, give notice in writing to each of the members of the Company informing them that the Sale Shares are available and of the Transfer Price and shall invite each member to state in writing within 21 days from the date of the said notice (which date shall be specified therein) whether he is willing to purchase any and, if so, how many of the Sale Shares. For the purposes of determining the shareholders of the Company to whom Shares comprised in a Transfer Notice should be offered, the Vendor in respect of the relevant Transfer Notice(s) shall be deemed not to be a member of the Company. 13.2 The Sale Shares shall be offered to each member on terms that in the event of competition the Sale Shares offered shall be sold to the members accepting the offer in amounts equal to the proportion (as nearly as may be) that their existing holdings of ordinary shares bears to the aggregate existing holdings of ordinary shares of the other non-transferring Shareholders (the "Proportionate Entitlement"). It shall be open to each such member to specify if he is willing to purchase Shares in excess of his proportionate entitlement ("Excess Shares") and if the member does so specify he shall state the number of Excess Shares. 13.3 After the expiry of the offers to be made pursuant to Clause 13.1 above or sooner if all the Sale Shares offered shall have been accepted in the manner provided in Clause 13.2 above, the Board shall allocate the Sale Shares in the following manner:- (a) if the total number of Shares applied for pursuant to the relevant offer is equal to or less than the available number of Sale Shares the Company shall allocate the number applied for in accordance with the applications; and (b) if the total number of Shares applied for pursuant to the relevant offer is more than the available number of Sale Shares, each member shall be allocated his Proportionate Entitlement or such lesser number of Sale Shares for which he may have applied and applications for Excess Shares shall be allocated in accordance with such applications. and in either case the Company shall forthwith give notice of each such allocation (an "Allocation Notice") to the Vendor and each of the persons to whom Sale Shares have been allocated (a "Member Applicant") and shall specify in the Allocation Notice the place and time (being not later than fourteen days after th...
Sample 1
PRE-EMPTION PROCEDURE. 3.1. Upon the occurrence of the QUALIFYING EVENT, the SELLER shall deliver a CONTRACT, in respect of the UNIT, to the PURCHASER by hand or by email at its stipulated address. 3.2. The CONTRACT shall offer the UNIT to the PURCHASER on the terms and conditions as stated therein and at the PURCHASE PRICE as stipulated in the schedule. 3.3. The PURCHASER may accept the offer by signing and delivering the CONTRACT to the SELLER at its stipulated address within 7 (seven) days of the PURCHASER having received the CONTRACT. The PURCHASER shall be entitled to email the signed CONTRACT to the SELLER but must also make arrangements for the delivery of the original to the SELLER. 3.4. The SELLER is not entitled to vary or add to the terms and conditions of the CONTRACT and the offer is considered irrevocable during the OFFER PERIOD. 3.5. In the event that the PURCHASER accepts the offer, in the aforementioned manner, the CONTRACT for such UNIT will constitute the only agreement of sale in respect of the UNIT and the terms and conditions thereof will replace this AGREEMENT in its entirety. 3.6. The PURCHASER’s failure to sign and deliver the CONTRACT to the SELLER, within the aforementioned time period, will be considered a deemed refusal of the SELLER’s offer in which event the SELLER may cancel this Right of Pre-emption and retain the PRE-EMPTIVE CONSIDERATION. 3.7. In the event of this AGREEMENT lapsing pursuant to the provisions of clause 3.6 above, the SELLER will have the right to resell or otherwise dispose of the UNIT as the SELLER deems fit in its sole discretion and without further notice to the PURCHASER. 3.8. Should the SELLER not obtain the necessary planning approvals this AGREEMENT will lapse and the SELLER shall refund the PRE-EMPTIVE CONSIDERATION to the PURCHASER.
Sample 1
PRE-EMPTION PROCEDURE. 2.1 On service of a Pre-emption Notice (as defined in clause 20.5) the Parties shall appoint (within 5 working days of the date of the Pre-emption Notice) a suitable firm of chartered surveyors (“Pre-emption Surveyors”) (owing a duty of care to each of the Agency and the Council) to provide an opinion as to the Open Market Value in relation to that part of the Site which, but for the operation of this Schedule 4, would be subject to the terms of Schedule 2 (such part of the Site being referred to as “the Pre-emption Land”). 2.2 The Pre-emption Surveyors shall be instructed to carry out valuations of the Pre- emption Land and in particular: 2.2.1 a valuation of the Open Market Value of the Pre-emption Land on the basis that the whole of the Pre-emption Land is sold as a single piece of property (“Pre-emption Land Value”); and 2.2.2 a valuation of the Open Market Value of that part of the Pre-emption Land that falls within the Upper Tier Site (if any) (“Upper Tier Pre- emption Land”) on the basis that such parcel is sold as a single piece of property (“Upper Tier Value”); and 2.2.3 a valuation of the Open Market Value of that part of the Pre-emption Land that falls within the Lower Tier Site (if any) (“Lower Tier Pre- emption Land”) on the basis that such parcel is sold as a single piece of property (“Lower Tier Value”); and 2.2.4 a valuation of the Open Market Value of the entirety of the Pre-emption Land on such basis of disposal (whether as a whole or in separate parts) as the Pre-emption Surveyors regard as likely to achieve the highest total Open Market Value for the entirety of the Pre-emption Land (“Optimum OMV”) together referred to in this Schedule as the “Valuations”. Such instruction must request that the Pre-emption Surveyors provide such valuations as soon as reasonably practicable and in any event within 20 Working Days of the date of instruction of the Pre-emption Surveyors. 2.3 Each Party shall within 10 Working Days of the date of the issue of the Valuations pursuant to clause 2.2 by the Pre-emption Surveyors serve notice in writing on the other Party stipulating whether or not they agree with the Valuations. 2.4 If either Party serves notice in accordance with paragraph 2.3 stipulating that it disagrees with the Valuations (or any part of them) obtained pursuant to the terms of paragraph 2.2 then the matter may be referred by either party to resolution by an independent expert in accordance with clause 24 and the findings of such expert sha...
Sample 1

Related to PRE-EMPTION PROCEDURE

  • Notification Procedure Each such notice shall be deemed to have been delivered: (i) when presented personally to the GOB, (ii) when transmitted by facsimile, or (iii) five (5) Days after being deposited in a regularly maintained receptacle for the postal service in Bangladesh, postage prepaid, registered or certified, return receipt requested, addressed to the GOB, at the address indicated in Section 17 of the Implementation Agreement (or such other address as the GOB may have specified by written notice delivered in accordance therewith). Any notice given by facsimile under this Section 7.5 shall be confirmed in writing delivered personally or sent by prepaid post, but failure to so confirm shall not void or invalidate the original notice if it is in fact received by the GOB.

  • Selection Procedure 10.2.4.1 Internal applicants shall be defined as all applicants with seniority in accordance with Article 12.5. 10.2.4.2 In filling a posted vacancy, first consideration shall be given to internal applicants who meet the stated qualifications. All Faculty members who meet the stated qualifications for the posted vacancy shall be interviewed by the Selection Committee. Past service and evaluations shall be considered by the Committee. The best qualified candidate shall be recommended for appointment to the position. 10.2.4.3 Where the qualifications of two or more of the applicants are relatively equal, the applicant with the greatest seniority shall be recommended for appointment to the position. 10.2.4.4 In establishing the qualifications, and in evaluating the qualifications and past performance of the applicants, the committee shall act in good faith, in a fair and reasonable manner, and shall not act in an arbitrary or discriminatory fashion. 10.2.4.5 Following the interviews, the committee will submit its recommendations containing a list of qualified candidates in order of preference, through the appropriate Xxxx to the President or delegate. 10.2.4.6 New faculty members shall be appointed only when there are no qualified internal applicants. 10.2.4.7 If there are no qualified internal applicants, the selection committee may consider external applications, in accordance with the procedure outlined above. 10.2.4.8 Internal applicants will be advised as soon as possible of the selection committee's decision that the committee will be considering external applications in accordance with Article 10.2.4.7.

  • Contribution Procedure Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party (“contributing party”), notify the contributing party of the commencement thereof, but the failure to so notify the contributing party will not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a contributing party or its representative of the commencement thereof within the aforesaid 15 days, the contributing party will be entitled to participate therein with the notifying party and any other contributing party similarly notified. Any such contributing party shall not be liable to any party seeking contribution on account of any settlement of any claim, action or proceeding affected by such party seeking contribution on account of any settlement of any claim, action or proceeding affected by such party seeking contribution without the written consent of such contributing party. The contribution provisions contained in this Section 5.3.2 are intended to supersede, to the extent permitted by law, any right to contribution under the Securities Act, the Exchange Act or otherwise available. Each Underwriter’s obligations to contribute pursuant to this Section 5.3 are several and not joint.

  • Termination Procedure a. Upon termination of this Contract the DCYF, in addition to any other rights provided in this Contract, may require the Contractor to deliver to DCYF any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. The provisions of Section (TREATMENT OF ASSETS) shall apply in such property transfer. b. DCYF shall pay to the Contractor the agreed upon price, if separately stated, for completed work and service(s) accepted by DCYF, and the amount agreed upon by the Contractor and DCYF for (i) completed work and service(s) for which no separate price is stated, (ii) partially completed work and service(s), (iii) other property or services which are accepted by DCYF, and (iv) the protection and preservation of property, unless the termination is for default, in which case DCYF and Contractor may agree to the extent of the liability of DCYF. Failure to agree to the extent of the liability shall be a dispute within the meaning of Section (DISPUTES) of this Contract. DCYF may withhold from any amounts due the Contractor such sum as DCYF determines to be necessary to protect DCYF against potential loss or liability. c. The rights and remedies of DCYF provided in this Section (TERMINATION PROCEDURE) shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. d. After receipt of a notice of termination, and except as otherwise directed by DCYF, the Contractor shall: (1) Stop work under the contract on the date, and to the extent specified, in the notice; (2) Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Contract as is not terminated; (3) Assign to DCYF, in the manner, at the times, and to the extent directed by DCYF, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case DCYF has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (4) Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DCYF to the extent DCYF may require, which approval or ratification shall be final for all the purposes of this clause; (5) Transfer title to DCYF and deliver in the manner, at the times, and to the extent directed by this Contract or by DCYF any property which, if the contract had been completed, would have been required to be furnished to DCYF; (6) Complete performance of such part of the work as shall not have been terminated by DCYF; and (7) Take such action as may be necessary, or as DCYF may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which DCYF has or may acquire an interest.

  • Mediation Procedure The Chairman shall promptly advise the parties of a scheduled Mediation Hearing date. Unless a party requests an expedited procedure, or unless all parties to the proceeding agree to one or more extensions of time, the Mediation Hearing set forth below shall be completed within forty (40) days of BCBSA's receipt of the Complaint. The selected mediators, unless the parties otherwise agree, shall adhere to the following procedure: i. Each party must be represented by its CEO or other representative who has been delegated full authority to resolve the dispute. However, parties may send additional representatives as they see fit. ii. By no later than five (5) days prior to the date designated for the Mediation Hearing, each party shall supply and serve a list of all persons who will be attending the Mediation Hearing, and indicate who will have the authority to resolve the dispute. iii. Each party will be given one-half hour to present its case, beginning with the complaining party (or parties), followed by the other party or parties. The parties are free to structure their presentations as they see fit, using oral statements or direct examination of witnesses. However, neither cross- examination nor questioning of opposing representatives will be permitted. At the close of each presentation, the selected mediators will be given an opportunity to ask questions of the presenters and witnesses. All parties must be present throughout the Mediation Hearing. The selected mediators may extend the time allowed for each party's presentation at the Mediation Hearing. The selected mediators may meet in executive session, outside the presence of the parties, or may meet with the parties separately, to discuss the controversy. iv. After the close of the presentations, the parties will attempt to negotiate a settlement of the dispute. If the parties desire, the selected mediators, or any one or more of the selected mediators, will sit in on the negotiations. v. After the close of the presentations, the selected mediators may meet privately to agree upon a recommendation for resolution of the dispute which would be submitted to the parties for their consideration and approval. If the parties have previously agreed to be bound by the results of this procedure, this recommendation shall be binding upon the parties. vi. The purpose of the Mediation Hearing is to assist the parties to settle their grievances short of mandatory dispute resolution. As a result, the Mediation Hearing has been designed to be as informal as possible. Rules of evidence shall not apply. There will be no transcript of the proceedings, and no party may make a tape recording of the Mediation Hearing. vii. In order to facilitate a free and open discussion, the Mediation proceeding shall remain confidential. A "Stipulation to Confidentiality" which prohibits future use of settlement offers, all position papers or other statements furnished to the selected mediators, and decisions or recommendations in any Mediation proceeding shall be executed by each party. viii. Upon request of the selected mediators, or one of the parties, BCBSA staff may also submit documentation at any time during the proceedings.

  • Application Procedure 7.4.1. Application Priority........................................ 7.4.2. [Reserved].................................................. 7.4.3. Advance Payments............................................

  • Arbitration Procedure The following procedures shall govern the conduct of any arbitration under this section. All procedural matters relating to the conduct of the arbitration other than those specified below shall be discussed among counsel for the parties and the arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural matters not specified herein. (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the other, or its counsel, with reasonable access to documents relating directly to the issues raised in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall be returned to the producing party upon completion of the arbitration. There shall be no other discovery except that, if a reasonable need is shown, limited depositions may be allowed in the discretion of the arbitrator, it being the expressed intention and agreement of each party to have the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as reasonably practicable, and with the maximum degree of confidentiality. (b) All written communications regarding the proceeding sent to the arbitrator shall be sent simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral communications between any of the parties or their counsel and the arbitrator shall be conducted only when all parties or their counsel are present and participating in the conversation. (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits or other documents supporting the Claim. (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit to the arbitrator a memorandum supporting its position and any exhibits or other supporting documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the Claimant on any such issue and bar any subsequent consideration of the matter. (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to the arbitrator a reply to the Opposing Party’s response, or notification that no reply is forthcoming. (f) No later than twenty (20) days prior to the hearing date scheduled by the arbitrator each party shall provide the other, and the arbitrator, with a list and copies of the documents upon which they may rely and/or submit as exhibits at the hearing and a list of the witnesses they may present, with a reasonably detailed summary of the testimony that each witness may give. (g) Within 10 days after the last submission as provided above, the arbitrator shall notify the parties and the Additional Notice Parties of the date of the hearing on the issues raised by the Claim. Scheduling of the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30 days after the last submission by the parties, and shall take place within 50 miles of the corporate headquarters of the Company at a place selected by the arbitrator or such other place as is mutually agreed. Both parties shall be granted substantially equal time to present evidence at the hearing. The hearing shall not exceed one business day, except for good cause shown. (h) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written decision to be delivered to both parties and the Additional Notice Parties (the “Final Determination”). The Final Determination shall address each issue disputed by the parties, state the arbitrator’s findings and reasons therefor, and state the nature and amount of any damages, compensation or other relief awarded. (i) The award rendered by the arbitrator shall be final and non-appealable, except as otherwise provided under the applicable Arbitration Act, and judgment may be entered upon it in accordance with applicable law in such court as has jurisdiction thereof.

  • GRIEVANCE ARBITRATION PROCEDURE 8.01 For purposes of this Agreement, a grievance is defined as a difference arising between the parties relating to the interpretation, application, administration or alleged violation of the Agreement, including any question as to whether a matter is arbitrable. 8.02 In all steps of this Grievance Procedure, the aggrieved nurse, if desired, may be accompanied by or represented by a nurse representative. 8.03 It is the mutual desire of the parties hereto that complaints of the nurses shall be adjusted as quickly as possible, and it is understood that a nurse has no grievance until she has first given the Unit Manager the opportunity of adjusting her complaint. Such complaint shall be discussed with the Unit Manager within ten (10) days after the circumstances giving rise to it have occurred or ought reasonably to have come to the attention of the nurse and failing settlement within five (5) days, it shall then be taken up as a grievance within ten (10) days following the Unit Manager's decision in the following manner and sequence: The nurse may submit a written grievance on the form set out in Appendix "A", signed by her, to the Unit Manager. The grievance shall identify the nature of the grievance and the remedy sought and should identify the provisions of the Agreement which are alleged to be violated. The Unit Manager will deliver her decision in writing within five (5) days of the submission of the grievance. Failing settlement, then: Within five (5) days following the decision in Step No. 1, the nurse may submit the written grievance to the Director of Resident Care who will deliver her decision, in writing, within five (5) days from the date on which the written grievance was presented to her. The parties may, if they so desire, meet to discuss the grievance at a time and place suitable to both parties. Failing settlement, then: Within ten (10) days of receiving the decision under Step 2, the grievance, in writing, may be referred to the Chief Executive Officer who shall call a meeting of the Grievance Committee within five (5) days of receipt of same. Within five (5) days following the meeting, the Chief Executive Officer shall reply, in writing, to the nurse and the Chairperson of the Grievance Committee. If the decision is unsatisfactory to the nurse, it may be referred to arbitration within fifteen (15) days and the Chief Executive Officer so notified, in writing.

  • Evaluation Procedure The procedural requirements set forth in this agreement which conform with and provide specificity to the statutory obligations established by Ohio Rev. Code § 3319.111 and § 3319.112.

  • Verification Procedure (1) The signature file of each processed file is validated. (2) If processed files are pieces of a bigger file, the latter is put together. (3) Each file obtained in the previous step is then decrypted and uncompressed. (4) Each data file contained in the previous step is then validated against the format defined in Part A, Section 9, reference 1 of this Specification. (5) If Part A, Section 9, reference 1 of this Specification includes a verification process, that will be applied at this step. If any discrepancy is found in any of the steps, the Deposit will be considered incomplete.