Subject to Clause 5. 3.1, as soon as reasonably possible after the Agreement Date and respecting the accumulative timelines imposed by Applicable Law for each relevant action applicable to the Tender Offer, Frontline shall initiate the process of making a voluntary exchange offer (and as the case may be followed by a Squeeze-out) to the Euronav Shareholders for their respective Euronav Shares at the Tender Offer Consideration against the terms set forth in this Clause 3.2, the closing of which is subject only to the conditions set forth in Clause 5.3.3 (the “Tender Offer”, and the portion of the Tender Offer made with respect to U.S. holders (within the conditions of Rule 14d-1(d) under the 1934 Act), the “U.S. Offer”, and the portion of the Tender Offer made with respect to non-U.S. holders, the “Belgian Offer”), which U.S. Offer shall be made pursuant to the Form F4 (Tender Offer and Merger) and Schedule TO. The Tender Offer Filing shall be subject to the Tender Offer Filing Conditions, and the Tender Offer to the Tender Offer Conditions, specified in this Agreement.
Subject to Clause 5 the User shall provide assistance to carry out the above Corrective Maintenance in which case the User shall act reasonably and without delay in determining whether it will agree to such a request and shall not delay in notifying EGT of its decision. For the avoidance of doubt the User will not be requested to provide on-site assistance.
Subject to Clause 5. 1.5 additional rent will be chargeable for the intensification of land use of the said premises. The amount chargeable is dependent on the extent of the intensification.
Subject to Clause 5. 2.9, following service of a Split Claim Notice under Clause 5.2.5:- 2.
16.6.1 Diageo shall have conduct (at its own cost and expense) of the relevant Third Party Proceedings insofar as they relate to the Diageo Liability, Pernod Xxxxxx shall have conduct (at its own cost and expense) of such proceedings insofar as they relate to the Pernod Xxxxxx Liability (and Diageo shall be the Conducting Party in relation to such proceedings insofar as they relate to the Diageo Liability and Pernod Xxxxxx shall be the Conducting Party in relation to such proceedings insofar as they relate to the Pernod Xxxxxx Liability) and the provisions of Clause 6 shall apply to the relevant Third Party Proceedings insofar as they relate to a Shared Liability and/or Joint Liability; 2.
16.6.2 the parties shall take such procedural steps as may be necessary in the relevant jurisdiction to facilitate conduct of the Third Party Proceedings by both of them in the manner contemplated by Clause 5.2.8.1, and shall otherwise co-operate with one another in good faith in relation to such conduct; 2.
16.6.3 the Conducting Party shall keep the Non-Conducting Party promptly informed of all material developments regarding the Third Party Proceedings (or the relevant part thereof) and provide the Non-Conducting Party with such information as it may reasonably request from time to time regarding the Third Party Proceedings (or the relevant part thereof), save where to provide such information would result in the loss of legal privilege in that information or might result in a breach of any applicable anti-trust or competition law, in which case (to the extent possible) disclosure shall be on an external counsel basis or to an independent third party who shall undertake not to disclose privileged or anti-trust sensitive information received to the Non-Conducting Party;
Subject to Clause 5. 1.1 and without prejudice to Clause 12, VW Group may, at its own discretion, directly procure hardware and/or service related to the Platform and Software, including hardware and software and third party license for the hardware and software for both the two VW B BEVs and the MOS System, including Service Parts, and MM’s battery concept technology from suppliers worldwide outside of the joint sourcing program for the two VW B BEVs, and manage such suppliers following VW Group’s standards. Subject to the Protocol of Handling Know-how Protected Deliveries and the Joint Sourcing Protocol, MM shall provide necessary supports to VW to enable VW’s independent sourcing from potential suppliers, specifically, with provision of necessary technical information required for implementation by suppliers, and to answer any reasonable technical questions raised during VW’s sourcing process.
Subject to Clause 5. 2.2, the Manager may extend a discount to the Issue Price under an initial public offering of Units to any applicant who successfully applies to purchase more than such number of Units (as determined by the Manager in its absolute discretion) in a single application, subject to compliance with the Listing Rules and any applicable law or regulation.
Subject to Clause 5. 11.1 with regard to the subject matter of this Clause 5, in the event of inconsistencies between the provisions of this Clause 5 and any other agreements between the parties, the provisions of this Clause 5 shall prevail.
Subject to Clause 5. 13.2 and to the limitations and other provisions of this Agreement and the Transaction Documents, the representations and warranties of the Vendor contained in this Agreement (including the Schedules hereto), the Disclosure Schedule and the Relevant Documents shall survive the Closing and remain in full force and effect for a period of 12 months after the Closing Date.
Subject to Clause 5. 1.1, Isa shall have the right to appoint the Chief Operations Officer (Diretor Vice-Presidente de Operações) and Paladin shall have the right to appoint the remainder of the members of the Board of Executive Officers.
5.1.1. In every election or reelection event, (a) Paladin (through the Directors nominated by it) shall have a veto right with respect to individuals appointed by Isa for the position of Chief Operations Officer (Diretor Vice-Presidente de Operações) and (b) Isa (through the Director(s) nominated by it) shall have a veto right with respect to the first individual appointed by Paladin for the Chief Executive Officer (Diretor Presidente) position of the Company, provided that each such veto is reasonably justified by Paladin or Isa, as the case may be. In the event Isa (through the Director(s) nominated by it) exercises its veto right with respect to a Chief Executive Officer (Diretor Presidente) appointed by Paladin, Isa (through the Director(s) nominated by it) shall have no further veto rights with respect to the replacement Chief Executive Officer (Diretor Presidente) appointed by Paladin in connection with that specific election or reelection event in which such veto right was exercised.
Subject to Clause 5. 20.1, if the Tenant is a sole-proprietor or comprises of partners carrying on business under a business name registered under the Business Registration Act, the Tenant shall not effect any change in the constitution or membership of the sole-proprietorship or partnership without the Landlord’s prior consent.
