Subject to Clause 6. 2.1, the Concessionaire shall arrange for and procure, at its own cost and risk, all infrastructure facilities and utilities on or outside the Site for the construction, development, operation and maintenance of the Project, including procuring connection for and supply of electricity, water, telephone lines, sewage disposal etc.
Subject to Clause 6. 5 the Buyer may resell the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However if the Buyer resells the Goods before that time:
6.4.1 it does so as principal and not as the Company’s agent; and
6.4.2 title to the Goods shall pass from the Company to the Buyer immediately before the time at which the resale by the Buyer occurs.
Subject to Clause 6. 2.1, the Selling Shareholder agrees and undertakes that, if at any time after the date of this Agreement up to and including the date falling twelve months from the Listing Date, it shall (i) if and when it pledges, mortgages or charges any securities or interests in the securities of the Company beneficially owned by it, immediately inform the Company and HSBC in writing of such pledge, mortgage or charge together with the number of securities so pledged or mortgaged or charged; and (ii) if and when it receives indications, either verbal or written, from any pledgee or mortgagee or charges that any of the pledged, mortgaged or charged securities or interests in the securities of the Company will be disposed of, immediately inform the Company and HSBC in writing of such indications. The Company agrees and undertakes that upon receiving such information in writing from the Selling Shareholder, it shall, as soon as practicable, notify the Stock Exchange and in accordance with the requirements of the Listing Rules or the Stock Exchange make a public disclosure in relation to such information by way of press announcement.
Subject to Clause 6. 2.1 above, the Sponsors may transfer the Equity Shares held by them to any Person only in accordance with Clause 6.8 (Buy Back of Sponsor Securities) Clause 6.9 (APGL’s Call Option) and Clause 6.10 (Sponsors’ Put Option). It is clarified that the Sponsors shall not Transfer any Equity Shares they hold in the Company other than pursuant to Clause 6.8 (Buy Back of Sponsor Securities) Clause 6.9 (APGL’s Call Option) and Clause 6.10 (Sponsors’ Put Option).
Subject to Clause 6. 6.1 below Cyclacel shall conduct the defence of such claims or proceedings, including the right to settle them which shall include taking a licence from such Third Party, and Sankyo shall at Cyclacel’s cost and expense co-operate with Cyclacel and its legal counsel and be available at Cyclacel’s reasonable request to assist in such proceedings. Cyclacel shall keep Sankyo and its legal counsel fully and promptly informed at all times as to the status of Cyclacel’s defence.
Subject to Clause 6. 2 neither Party shall be liable for any indirect or consequential loss (including, without limitation, any loss of profits, loss of reputation, loss of goodwill, loss of opportunity or loss of business) suffered by the other under this Agreement.
Subject to Clause 6. 1 and always to the rights of the Tenant to insist that the Landlord its agents or workmen shall be accompanied by a representative of the Tenant to permit the Landlord its agents or workmen at all reasonable times upon prior written notice (i.e. by giving one day notice) being given by the Landlord to enter upon and view the condition of the Demised Premises and to take inventories of the Landlord's fixtures and fittings therein and to do structural or external repairs to the Demised Premises. The Landlord may serve upon the Tenant notice in writing specifying any repairs or work necessary to be done or replacement necessary to be made to comply with the Tenant's covenants to repair herein contained, provided that the list of such repairs and works shall be reasonable and agreed by the Tenant. The Tenant shall execute such repairs and work within 14 days after the service of such notice failing which it shall be lawful for the Landlord to enter upon the Demised Premises and execute such repairs or work or make such replacements and the cost thereof shall be debt due from the Tenant to the Landlord and be forthwith recoverable by action.
Subject to Clause 6. 2.1 and 6.2.2, each Key Holder wishing to Transfer any Ordinary Shares (“Company Transfer Shares”) to a bona fide proposed transferee (the “Prospective Transferee”) who has made a written offer in cash (or in kind as per Clause 6.3.2(e)) hereby unconditionally and irrevocably grants to the Company a Right of First Refusal to purchase all or any portion of Shares that such Key Holder may propose to transfer in a Proposed Key Holder Transfer, at the same price and on the same terms and conditions as those offered to the Prospective Transferee.
a. Each Key Holder proposing to make a Proposed Key Holder Transfer must deliver a Proposed Transfer Notice to the Company not later than forty-five (45) days prior to the consummation of such Proposed Key Holder Transfer. Such Proposed Transfer Notice shall contain (i) the material terms and conditions (including name of the proposed purchaser, number of Shares offered, price and form of consideration) of the Proposed Key Holder Transfer, (ii) the identity of the Prospective Transferee, and (iii) the
Subject to Clause 6. 2 and 6.3 the Covenantors shall pay any amounts due under this deed in sterling in cleared funds:
6.1.1 two Business Days prior to the date on which the Taxation in question is payable to the taxation authority demanding it; or
6.1.2 if later, two Business Days prior to the date to which payment of the Taxation in question is deferred following application to the appropriate authority, official, court, tribunal or body of the jurisdiction concerned; or
6.1.3 if later, five business days after the Purchaser serves notice on the Covenantors demanding such payment.
Subject to Clause 6. 2.2, for the purpose of this Contract, the applicant shall not produce or disseminate any form of communication material, press releases or other publicity documents, including the Applicant’s advertising and news bulletins, which refer to the Activity under this Contract, VERHAERT NEW PRODUCTS & SERVICES or/and the Agency or any aspect of their activities, or permit any Third Party to do so, without the prior written consent of VERHAERT NEW PRODUCTS & SERVICES or/and the Agency’s contractual representative or their duly authorized representative.
