Scheme Conditions Sample Clauses

Scheme Conditions. (i) The Scheme has been approved by a majority in number representing not less than seventy-five percent (75%) in value of Company Shareholders who are on the register of members of the Company (or the relevant class or classes thereof) at the Voting Record Time, present and voting (and who are entitled to vote), whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof); (ii) The resolutions required to implement the Scheme being duly passed by the requisite majority of the Company Shareholders at the General Meeting (or any adjournment thereof); and (iii) The sanction of the Scheme by the Court (with or without modification (but subject to any modification being on terms acceptable to BidCo and the Company)).
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Scheme Conditions. The Conditions are hereby incorporated in and shall constitute a part of this Agreement. The effectiveness of the Scheme is subject to the satisfaction or waiver of the Conditions in accordance with Exhibit A.
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Scheme Conditions. 6.3.1 The Scheme and the implementation thereof will be subject to the fulfilment, or where applicable, waiver or adjustment of each of the following Scheme Conditions: 6.3.1.1 the Independent Expert referred to in paragraph 10 below has issued an opinion confirming the terms of the Scheme and the Scheme Consideration as being fair and reasonable; 6.3.1.2 having regard to the fairness opinion contemplated in paragraph 6.3.1.1 above, the Independent Board has resolved that it is of the opinion that the Scheme Consideration is fair and reasonable and has resolved to recommend to Bell Equipment Shareholders that they vote in favour of the Scheme Resolution; 6.3.1.3 the Circular has been approved by the JSE and the TRP; 6.3.1.4 to the extent that any agreement between Bell Equipment and any of its funders contains any cancellation or other rights in favour of the relevant funder which will be triggered by the implementation of the IAB Offer and/or the delisting of the Company without the approval of the funder concerned, the relevant funder(s) providing such approval; 6.3.1.5 as at the date on which the last of the Scheme Conditions set out in paragraphs 3.1.1 to 6.3.1.4 above has been fulfilled or, where waiver or adjustment is permitted, waived, there has, in IAB’s reasonable opinion, since the Signature Date been no event which: 6.3.1.5.1 has resulted or will reasonably result in any cost, loss, damage, charge and/or expense to Bell Equipment exceeding an amount of R80 000 000; or 6.3.1.5.2 is reasonably likely to result in the earnings before interest, taxation, depreciation and amortisation (“EBITDA”) of Bell Equipment as will be indicated in the consolidated audited annual financial statements for the period ending December 2024, being less than the EBITDA for the preceding financial year (ended December 2023) by 14% or more, provided that the Scheme Condition in this paragraph 6.3.1.5 shall be deemed to have been fulfilled, notwithstanding that an event as contemplated paragraph 1.5.2 has occurred, if (1) IAB or any of its directors were, as at the Signature Date, aware of such event or the likelihood of it occurring following due and careful enquiry or (2) such event occurred in the ordinary course of business; or (3) provision was made in the consolidated audited annual financial statements for the period ended December 2023, for such event and its consequences, whether provisional or not. If Xxxx Equipment disputes IAB’s opinion that an event in para...
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Scheme Conditions. The obligations of the Company, Concord, Topco and Topco Merger Sub to consummate the Transactions are subject to the satisfaction of each of the following conditions:
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Scheme Conditions. (a) The implementation of the Scheme will be subject to the fulfilment (or, where applicable in terms of Section 2.05, the Agreement and applicable Law, waiver) of the suspensive conditions that:
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Scheme Conditions. The Conditions are hereby incorporated in and shall constitute a part of this Agreement.
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Scheme Conditions. Subject to this clause 3, the Scheme will not become Effective, and the respective obligations of the parties in relation to the implementation of the Scheme are not binding, until each of the following Scheme Conditions is satisfied or waived to the extent and in the manner set out in this clause 3.
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Scheme Conditions. 2.1. Completion of the transfer of the cash, undertaking and assets of the Company comprised in the Rollover Pool contemplated under this Agreement is subject to the satisfaction of the Scheme Conditions on or by 31 December 2020 (save to the extent waived). 2.2. Each of the Company and MUT undertakes to use all reasonable endeavours (to the extent within their respective powers) to procure that the Scheme Conditions are satisfied by the first Business Day immediately following the Effective Date or as soon as reasonably practicable thereafter. 2.3. In the event that all or any of the Scheme Conditions have not been satisfied on or by 31 December 2020 then, save in respect of any accrued rights and obligations of the parties for any breach of clause 2.2, and the provisions of clause 7, this Agreement shall cease to be of any effect and the parties shall cease to have any rights and obligations hereunder.
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Scheme Conditions. The Scheme shall only become effective upon delivery of the Court Order to sanction the Scheme to the ROC following fulfilment of the following conditions: (a) receipt of all applicable Regulatory Approvals and such approvals not being revoked on or before the Merger Date; (b) approval of the Scheme by a majority in number of the Omni Shareholders present (in person or by proxy) and voting at the Court Meeting representing not less than 75 per cent. in value of the Omni Shares in respect of which votes are cast at the Court Meeting pursuant to Section 210 of the Companies Act; (c) the sanction of the Scheme and financial assistance, if any, involved therein by the Court; and (d) the conditions set out in clause 4.2 being satisfied or, if applicable waived by the relevant party or parties specified in clause 4.4, and this Agreement not being terminated in accordance with its terms.
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Related to Scheme Conditions

  • Safe Conditions Whenever an employee reports a condition which the employee feels represents a violation of safety or health rules and regulations or which is an unreasonable hazard to persons or property, such conditions shall be promptly investigated. The appropriate administrator shall reply to the concern, in writing, if the employee's concern is communicated in writing.

  • Unsafe Conditions In accordance with 29 CFR § 1977, occasions might arise when an employee is confronted with a choice between not performing assigned tasks or subjecting himself/herself to serious injury or death arising from a hazardous condition at the workplace. If the employee, with no reasonable alternative, refuses in good faith to expose himself/herself to the dangerous condition, he/she would be protected against subsequent discrimination. The condition causing the employee's apprehension of death or injury must be of such a nature that a reasonable person, under the circumstances then confronting the employee, would conclude that there is a real danger of death or serious injury and that there is insufficient time, due to the urgency of the situation, to eliminate the danger by resorting to regular statutory enforcement channels. In addition, in such circumstances, the employee, where possible, must also have sought from his Employer, and been unable to obtain, a correction of the dangerous condition.

  • Market Conditions Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

  • GUARANTEE CONDITIONS 4.1 The performance certification requirements for the Aircraft, except where otherwise noted, will be as stated in Section 02 of the Standard Specification. 4.2 For the determination of JAR take-off and landing performance a hard dry level runway surface with no runway strength limitations, no line-up allowances, no obstacles, zero wind, atmosphere according to ISA, except as otherwise noted, and the use of speed brakes, flaps, landing gear and engines in the conditions liable to provide the best results will be assumed. 4.2.1 When establishing take-off and second segment performance no air will be bled from the engines for cabin air conditioning or anti-icing.

  • Service Conditions Customer acknowledges that in the event of a service issue, Customer is responsible for on-site cooperative testing with LightEdge Technical Support to assist in the diagnosis of the trouble. Customer agrees to be bound to current terms of LightEdge Acceptable Use Policy. Terms of the Acceptable Use Policy are subject to change without notice. Current Acceptable Use Policy can be found here: xxxx://xxx.xxxxxxxxx.xxx/legal Customer agrees that any service complaints including concerns regarding level of support, products, service reliability, or any other concerns related to LightEdge or Services being provided by LIghtEdge will be communicated to LightEdge by sending an email to xx@xxxxxxxxx.xxx.

  • Site Conditions A. Existing Site Conditions: Information with respect to the site of the Work given in drawings or specifications has been obtained by County's representatives and is believed to be reasonably correct, but the County does not warrant either the completeness or accuracy of such information, and it is the responsibility of the Contractor to verify all such information.

  • SUSPENSIVE CONDITIONS 2.1 This entire AGREEMENT is subject to the registration of transfer of ownership of the PROPERTY to the EMPLOYER. In the event that the PROPERTY is not transferred within 6 (six) months from date of signing of this Agreement by the CONTRACTOR, the CONTRACTOR reserves the right to: 2.1.1 increase the CONTRACT SUM, based on the current prices for the building materials, and the CONTRACTOR shall notify the EMPLOYER in writing of such increased cost and the EMPLOYER may then, at his/her option, cancel this agreement by providing written notice of cancellation to the CONTRACTOR within 5 (five) DAYS of receiving written notice from the CONTRACTOR in respect of the increased cost. Should written notice of cancellation not be forthcoming within the aforesaid period, the CONTRACTOR and the EMPLOYER shall proceed with the AGREEMENT at the increased CONTRACT SUM and the EMPLOYER shall be obliged to pay the increase in the CONTRACT SUM to the CONTRACTOR within 21 (twenty one) DAYS of receiving written notice from the CONTRACTOR in respect of the increased cost; or 2.1.2 cancel this AGREEMENT and the parties shall have no claim of whatsoever nature against each other. 2.2 This AGREEMENT is subject further to the EMPLOYER being offered a loan to be secured by a mortgage bond over the PROPERTY and improvements in the amount reflected in Schedule B or such lesser amount as the EMPLOYER may accept, within 30 (thirty) DAYS of the date of the CONTRACTOR’s signature of this AGREEMENT, which period may be extended in the CONTRACTOR’s sole discretion. Should no amount be inserted in the relevant field in the Schedule B, then the suspensive condition contained in this clause will not apply. In the event that the suspensive condition contained in this clause is not fulfilled, this AGREEMENT will lapse and the parties shall have no claim of whatsoever nature against each other.

  • SUPERIOR CONDITIONS 21.01 All existing benefits, rights, privileges, practices, terms or conditions of employment which may be considered to be superior to those contained herein and which are set out in Appendix 4 are specifically retained by this Agreement unless otherwise agreed by the local parties. The parties agree to remove from Appendix 4 those superior conditions which no longer have application. Where the parties cannot agree on whether a superior condition continues to have application, the issue will be reduced to a grievance and referred to arbitration. 21.02 The Union and the Participating Hospitals agree to establish a committee consisting of two (2) representatives of the Union and two (2) representatives of the Participating Hospitals to review the superior conditions appendices in each of the participating hospitals. This committee will report to their respective negotiating committees prior to the next round of central negotiations.

  • Qualifying Conditions In addition to any other compensation earned, any employee who is on the payroll of the Company on any of the foregoing recognized statutory holidays will be granted eight (8) hours' pay at the straight time rate of the employee's regular job, subject to compliance with all of the conditions (a) to (f) set forth below: (a) The employee must have been on the payroll for not less than the sixty (60) days just preceding the holiday and must have previously qualified for a statutory holiday as provided in (d) below, and (b) The employee must have worked at least one (1) day during the sixty (60)- day qualifying period just preceding the holiday, and (c) The employee must have worked their scheduled work day before, and their scheduled work day after, such holiday, unless failure to work their scheduled work day before or after the holiday was due to any of the following events: (i) When the employee is on their regular authorized paid vacation; (ii) When the employee is unable to work by reason of an industrial accident as recognized by the Workers' Compensation Board or non-occupational sickness or injury; (iii) When the operation in which the employee is engaged is curtailed or discontinued by the decision of the Company and which curtailment or discontinuance changes or eliminates the employee's scheduled work day before, or their scheduled work day after, such holiday; (iv) When a trade in shifts agreed upon between employees and approved in advance by the company results in a temporary change of the scheduled work day before, or the scheduled work day after, the holiday, provided the employee works the shift agreed upon; (v) When the employee is on a leave of absence authorized by the Company. (d) The employee who has been on the payroll for at least sixty (60) days but who has not previously qualified for a statutory holiday will qualify for the holiday if he has worked a minimum of one hundred eighty (180) hours during the sixty (60)- day qualifying period just preceding the holiday and meets the requirements of (b) and (c) above. (e) Time lost as the result of an accident as recognized by the Workers' Compensation Board, suffered during the course of employment, or time lost as a result of non-occupational sickness or injury shall be considered as time worked for the purpose of qualifying for a recognized paid holiday, it being understood that the employee will only be entitled to this credit for time while on Workers' Compensation or non-occupational sickness or injury for a period of up to but not exceeding one (1) year from the date of their sickness or injury. (f) It is understood and agreed, however, that an employee shall not receive the above provided holiday pay if they have agreed to work on such holiday and fails or refuses to work, except in the case where bona fide sickness, or other bona fide reason approved by the Company, prevents them working on such holiday.

  • Termination Conditions Such license shall not be terminated or its exploitation enjoined, until and unless: (i) Hitachi has committed a material breach of its obligations under this IP License Agreement, Opto-Device has given written notice of such breach to Hitachi and such breach remains uncured after the Cure Period, or, in the case of a breach, which cannot be cured within such Cure Period, Hitachi has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) such a material breach is incurable. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which Hitachi has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to determine the appropriate remedy. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit B.

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