Qualifications to Break Fee Sample Clauses

Qualifications to Break Fee. (a) No amount is payable by APD under this clause 8 if the Schemes become Effective. (b) This clause 8 imposes obligations on APD only to the extent that: (i) the performance of those obligations is not declared by the Takeovers Panel to constitute unacceptable circumstances; (ii) the agreement to pay a Break Fee does not breach the fiduciary or statutory duties of any APD Director; or (iii) the performance of those obligations is not otherwise unlawful or held to be unenforceable by a court. For the avoidance of doubt, any part of that fee that would not constitute ‘unacceptable circumstances’, that would not breach the fiduciary or statutory duties of any APD Director or that is not unenforceable or unlawful (as applicable) must be paid by APD. (c) If the Break Fee has been paid by APD and clause 8.5(a) or 8.5(b) applies, Xxxxxx must reimburse all or the relevant part of the Break Fee (as the case may be) within 10 Business Days after receipt of a written demand for reimbursement from APD. (d) The parties must not make or cause or permit to be made any application to the Takeovers Panel or a court for or in relation to a determination referred to in clause 8.5(b)(i) or 8.5(b)(iii).
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Qualifications to Break Fee. (a) No amount is payable by OZL or BHP under this clause 8 if the Scheme becomes Effective. (b) This clause 8 imposes obligations on OZL and BHP only to the extent that the performance of those obligations: (i) does not constitute unacceptable circumstances as declared by the Takeovers Panel; (ii) does not breach the fiduciary or statutory duties of any OZL Director or BHP director (as applicable); or (iii) is not otherwise unlawful or held to be unenforceable by a court. (c) If the Break Fee has been paid by OZL and clause 8.5 (a) applies, BHP must reimburse all or the relevant part of the Break Fee (as the case may be) within 10 Business Days after receipt of a written demand for reimbursement from OZL. (d) If the Reverse Break Fee has been paid by BHP and clause 8.5(a) applies, OZL must reimburse all or the relevant part of the Reverse Break Fee (as the case may be) within 10 Business Days after receipt of a written demand for reimbursement from BHP.
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Related to Qualifications to Break Fee

  • Qualifications, Legal Investment All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Securities and Warrant Shares shall have been duly obtained and shall be effective on and as of the Closing. No stop order or other order enjoining the sale of the Securities or Warrant Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC, or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Securities and Warrant Shares shall be legally permitted by all laws and regulations to which Purchasers and the Company are subject. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

  • Professional Qualifications It shall be a condition of continued professional employment that employees must apply for enrolment in their appropriate professional licensing body by the thirtieth day of continuous service.

  • QUALIFICATION OF BIDDERS BID PACKAGE REQUIREMENTS:

  • Selection Based on Consultants’ Qualifications Services estimated to cost less than $100,000 equivalent per contract may be procured under contracts awarded in accordance with the provisions of paragraphs 3.1, 3.7 and 3.8 of the Consultant Guidelines.

  • IRO Qualifications The IRO shall: 1. assign individuals to conduct the Arrangements Review who are knowledgeable in the requirements of the Anti-Kickback Statute and the Xxxxx Law and the regulations and other guidance documents related to these statutes; and 2. have sufficient staff and resources to conduct the reviews required by the CIA on a timely basis.

  • Minimum Qualifications If applicable pursuant to Article 3, I acknowledge that the Bidder meets the minimum qualification requirements established for this solicitation.

  • Blue Sky Qualifications The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

  • Qualification of the Tenderer 5.1 All Tenderers shall provide in Section IV, Tendering Forms, a preliminary description of the proposed work method and schedule, including drawings and charts, as necessary. 5.2 In the event that pre-qualification of Tenderers has been undertaken as stated in ITT 18.3, the provisions on qualifications of the Section III, Evaluation and Qualification Criteria shall not apply.

  • Blue Sky Qualification The purchase of Units under this Subscription Agreement is expressly conditioned upon the exemption from qualification of the offer and sale of the Units from applicable federal and state securities laws. The Company shall not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction.

  • STAFF QUALIFICATIONS CONTRACTOR shall ensure that all individuals employed, contracted, and/or otherwise hired by CONTRACTOR to provide classroom and/or individualized instruction or related services hold a license, certificate, permit, or other document equivalent to that which staff in a public school are required to hold in the service rendered consistent with Education Code section 56366.1(n)(1) and are qualified pursuant to Title 34 of the Code of Federal Regulations sections 200.56 and 200.58, and Title 5 of the California Code of Regulations sections 3001(r), 3064 and 3065. Such qualified staff may only provide related services within the scope of their professional license, certification or credential and ethical standards set by each profession, and not assume responsibility or authority for another related services provider or special education teacher’s scope of practice. CONTRACTOR shall ensure that all staff are appropriately credentialed to provide instruction and services to students with the disabling conditions placed in their program/school through documentation provided to the CDE (5 CCR 3064 (a)).

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