Scheme Documents Sample Clauses

Scheme Documents. (i) Dispatch the Scheme Circular as soon as practicable after satisfaction or waiver in accordance with Section 8.17(c) of the pre-conditions set forth in the Scheme Press Release, and in any event within 28 days after satisfaction or waiver in accordance with Section 8.17(c) of the pre-conditions set forth in the Scheme Press Release or within such longer period as the Panel may permit. (ii) Ensure that the terms and conditions of the Scheme Circular are consistent in all material respects with the transaction described in the Draft Acquisition Agreement and Scheme Press Release (other than any inconsistency which would not be material and adverse to the interest of the Lenders) and comply with applicable law. (iii) Ensure that the terms and conditions of the Acquisition Agreement are consistent in all material respects with the terms of the Draft Acquisition Agreement (other than any inconsistency which would not be material and adverse to the interests of the Lenders) except that the cash consideration payable pursuant to the Scheme and the other terms and conditions may be different to that specified in the Draft Acquisition Agreement to the extent agreed in writing with the Senior Administrative Agent.
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Scheme Documents. (a) The Scheme Documents contain all the material terms of the Scheme Acquisition and the Scheme Circular reflects the Press Release in all material respects; and (b) to the knowledge and belief of each of the Administrative Borrower and Bidco the information included in the Scheme Documents (i) is factually correct and (ii) does not omit anything material in the context of the relevant Scheme Document.
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Scheme Documents. The Scheme Documents, taken as a whole, contain (or once published, will contain) all the material terms of the Scheme Acquisition, in each case as at the date they are published.
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Scheme Documents if the Acquisition is effected by way of a Scheme: (i) a copy of the Scheme Order; (ii) a copy of the Scheme Document; in each case to be provided for information purposes only (and without any Interim Finance Party having an approval right in respect thereof); and (iii) a certificate of a duly authorised signatory of the Company confirming the occurrence of the Scheme Effective Date.
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Scheme Documents. The Company undertakes that it shall: (i) jointly, with Parent, prepare the Scheme Circular together with any and all amendments thereto and all such other documents as are required by law in connection with the Scheme in any jurisdiction, and, in particular, endeavouring to procure that such documents are approved by the TRP and the JSE and any other relevant Governmental Authorities; (ii) jointly, with Parent, make such dispensation, exemption or ruling applications to the TRP, JSE or SEC as may be required or convenient in order to implement or facilitate the Scheme; (iii) post the Scheme Circular (and any required notices, reports and/or communications), convene the Company Shareholders’ Meeting and attend to such other matters as may be necessary or desirable to propose and implement the Scheme; (iv) transmit the Scheme Circular, and any notices, reports and/or communications, which are made generally available by the Company to Company Shareholders regarding the Scheme to the Depositary and, by written request to the Depositary, procure the transmittal of the Scheme Circular and any required notices, reports and/or communications to the holders of Company ADSs, in accordance with the procedures described in the Deposit Agreement; (v) procure, by written request to the Depositary, the mailing of a notice, including a voter instruction card, to holders of Company ADSs so that they may provide voting instructions to the Depositary as to the manner in which to vote the Company Ordinary Shares held by the Depositary as Company ADSs for the benefit of holders of Company ADSs, in the Company Shareholders’ Meeting for the purpose of voting on the approval of the Scheme Resolutions in accordance with the voting procedures described in the Deposit Agreement.
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Scheme Documents. (i) Dispatch the Scheme Circular (which shall substantially reflect the Scheme Press Release) within 28 days after the issuance of the Scheme Press Release. (ii) Ensure that the terms and conditions of the Scheme Circular are consistent in all material respects with the transaction described in the NSB Implementation Agreement and the Scheme Press Release and comply with applicable Law. (iii) Ensure that the NSB Implementation Agreement is in the form of the final draft of the NSB Implementation Agreement delivered to the Administrative Agent pursuant to Section 5.01(g) except for any amendments or other variations thereto that are not material. (iv) Ensure that the resolutions passed at the general meeting are in the form of the draft of such resolutions delivered to the Administrative Agent pursuant to Section 5.01(g) except for any amendments or other variations thereto that are not material.
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Scheme Documents. 2.1. It is agreed that the Schemes shall be comprised of the following documents: 2.1.1. this Agreement; 2.1.2. the Report of the Appointed Actuary entitled “Transfer of Sagicor Life Inc.’s EC Business to Sagicor Life (Eastern Caribbean) Inc. - Appointed Actuary’s Opinion with respect to Open and Closed Par Funds”, which is appended hereto as Appendix A; 2.1.3. the Report of the Appointed Actuary on the Transfer, which is appended hereto as 2.1.4. the Report of the Independent Actuary, which is appended hereto as Appendix C; 2.1.5. the Audited Financial Statements of Sagicor Life Inc. for the financial year ended December 31, 2016, which is appended hereto as Appendix D; 2.1.6. the Audited Financial Statements of Sagicor Life (Eastern Caribbean) Inc. for the financial year ended December 31, 2016, which is appended hereto as Appendix E; 2.1.7. the Pro Forma Balance Sheet and Income Statement of Sagicor Life (Eastern Caribbean) Inc. for the financial year ending December 31, 2017 which is appended hereto as Appendix F. 2.2. The Transferor and the Transferee shall seek to obtain the Scheme Confirmations.
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Related to Scheme Documents

  • Acquisition Documents As of the Closing Date: (a) Borrower has furnished Bank with true, correct and complete execution copies of all Acquisition Documents. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document to which it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation of the Acquisition and all applicable waiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of the Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (other than in favor of Bank) and Borrower has not sold, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party thereto.

  • Bidding Documents The Construction Documents, the Invitation to Bid, the Instructions to Bidders, the Bid Form, and all Addenda, upon which the Bidder submits a Bid.

  • Existing Documents The Contractor has reviewed and taken into consideration the Bidding Documents in preparing his bid.

  • Contractor’s Documents Any licensing and maintenance agreement, or any order-specific agreement or document, including any pre-installation, linked or “click through” agreement that is allowed by, referenced within or incorporated within the Contract whenever the Contract is used for a State procurement, whether directly by the Contractor or through a Contractor’s agent, subcontractor or reseller, is agreed to only to the extent the terms within any such agreement or document do not conflict with the Contract or applicable Minnesota or Federal law, and only to the extent that the terms do not modify, diminish or derogate the terms of the Contract or create an additional financial obligation to the State. Any such agreement or document must not be construed to deprive the State of its sovereign immunity, or of any legal requirements, prohibitions, protections, exclusions or limitations of liability applicable to this Contract or afforded to the State by Minnesota law. A State employee’s decision to choose “accept” or an equivalent option associated with a “click- through” agreement does not constitute the State’s concurrence or acceptance of terms, if such terms are in conflict with this section.

  • Offer Documents (a) As promptly as practicable on the date of commencement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "SCHEDULE TO") which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Parent, Purchaser and Company will each promptly correct any information provided by them for use in the Offer Documents if and to the extent that it becomes false or misleading in any material respect and Parent and Purchaser will jointly and severally take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholders, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford Company and its counsel a reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, prior to the filing thereof with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

  • Merger Documents The Merger Documents contain all the material terms and conditions of the Merger and are in full force and effect and there have been no amendments, variations or waivers to the Merger Documents (in whole or in part) other than amendments thereto or waivers thereunder (excluding any waiver of or as contemplated by Section 9.02(a) of the Merger Agreement) which are not material and adverse to the financing under this Agreement, the Alternative Bridge Facility Agreement or the Bridge Facility Agreement.

  • Construction Documents The architectural and engineering documents setting forth the design for the Project prepared by the Design Professional. Construction Documents include, but are not limited to, the Specifications, the Drawings, the Supplementary Conditions, the General Conditions, and all Addenda.

  • Design Documents Prepare and submit the following documents to the DAS - Records Management Office with a copy of the transmittal letter submitted to the respective Project Manager: 1. City/State Approved Drawings (1) Original set 2. Bid Set Drawings (1) Set BOND PAPER (marked as “ORIGINAL”) (1) Set electronic file (DWG & PDF) 3. Project Manual (1) Set hard copy & Detail Manual (1) Set electronic file

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Furnishing Documents The Indenture Trustee shall furnish to Noteholders, promptly upon receipt of a written request therefor, copies of the Pooling Agreement, the Trust Sale Agreement, the Administration Agreement, the Custodian Agreement, the Trust Agreement, the Indenture and this Agreement.

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