Purpose Structure Sample Clauses

Purpose Structure. 1.1. Xovis is the world’s leading partner in passenger flow analysis and management. Xovis’ AERO Service enab- les airports to reach new levels of passenger flow measu- rement and management. The AERO Service delivers the power of cloud productivity to airports, helping save time and free up valued resources by being scalable and reliab- le. Customer (a) is already owning and operating Sensors in the field or intends to purchase, implement and operate Sensors and (b) in addition wishes to subscribe to and use the AERO Service to manage its Sensor population.
Sample 1
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Purpose Structure and Material Conditions of the Offer and the Merger; Reasons for the Offer and the Merger ............................................................. 13 7. Plans for HMSV after the Offer and the Merger; Certain Effects of the Offer ......... 14 8. Appraisal Rights in the Merger ...................................................... 17 9. Beneficial Ownership of Common Stock by Certain Persons ............................. 19 10. Transactions and Arrangements Concerning the Shares ................................ 21 11.
Sample 1
Purpose Structure. Xovis AG is in the business of supplying intelligent people flow solutions, sensors and other devices, software applications and related services to companies, including, among other things, the Xovis Flow Service, a SaaS platform for analyzing visitor counts and behavior, managing location occupancy and benchmarking location performance based on visitors. Customer is already owning Xovis devices and sensors in the field and wishes to subscribe to and use the Xovis Flow Service as specified herein. These General Terms & Conditions (“the GTCs”) shall govern and apply to all Customer Subscriptions to the Xovis Flow Services (“the Xovis Flow Service”) as provided by Xovis. Please note that the purchase, integration and installation of Xovis devices and sensors are subject to separate agreements normally concluded between Customer and a third-party integrator and authorized reseller of Xovis. No Customer standard agreements, general terms or similar documents provided by Customer shall be applicable to the Xovis Flow Service or other services provided by Xovis, even if referenced to in order confirmations, purchase orders and similar documents. Any new feature (whether bundled in a module or not) that augments or enhances the Xovis Flow Service, and/or any new module or service subsequently purchased or subscribed by Customer will be subject to these GTCs. The rights and obligations of the Parties in relation to Customer’s Subscription to the Xovis Flow Service are governed by the following documents and Annexes:
Sample 1
Purpose Structure 
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Related to Purpose Structure

  • Alternative Structure Notwithstanding any provision of this Agreement to the contrary, Parent may at any time modify the structure of the acquisition of the Company set forth herein, subject to the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, provided that (i) the Merger Consideration to be paid to the holders of Company Common Stock is not thereby changed in kind or reduced in amount as a result of such modification, (ii) such modification will not adversely affect the tax treatment of the Company's shareholders as a result of receiving the Merger Consideration and (iii) such modification will not materially delay or jeopardize receipt of any required approvals of Governmental Authorities.

  • Changes to Fee Structure In the event of Listing, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a perpetual-life entity.

  • Agreement Structure 2.1 An “Agreement” hereunder shall consist of this Master Agreement, the Schedule, and their applicable attachments and represents the complete and exclusive agreement between the Parties regarding the subject matter of the Schedule, and replaces any prior oral or written communications between the Parties relating thereto. Each Lease is effective when the Schedule containing such Lease is executed by the Parties thereto.

  • Change in Structure Except as expressly permitted under Section 6.3, no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, amend any of its Organization Documents in any respect materially adverse to Agent or Lenders.

  • Structure Appendices 1 and 2 are incorporated into and form part of this DPA. They set out the agreed subject-matter, the nature and purpose of the processing, the type of Personal Data, categories of data subjects and the applicable technical and organizational measures.

  • Group Structure (a) The Group Structure Chart shows:

  • Single Purpose Entity/Separateness Borrower represents, warrants and covenants as follows:

  • Organizational Structure The ISO will be governed by a ten (10) person unaffiliated Board of Directors, as per Article 5 herein. The day-to-day operation of the ISO will be managed by a President, who will serve as an ex-officio member of the ISO Board, in accordance with Article 5 herein. There shall be a Management Committee as per Article 7 herein, which shall report to the ISO Board, and shall be comprised of all Parties to the Agreement. There shall be at least two additional standing committees, the Operating Committee, as provided for in Article 8, and the Business Issues Committee, as provided for in Article 9, both of which shall report to the Management Committee. A Dispute Resolution Process will be established and administered by the ISO Board in accordance with Article 10.

  • Single-Purpose Entity Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Each Mortgage Loan with a Cut-off Date Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

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