TAG COMPLETION Sample Clauses

TAG COMPLETION. 4.1 Within three Business Days after the Tag Expiry Date, the Company shall notify the relevant Proposed Buyer(s) in writing of: 4.1.1 the names and addresses of the Tagging Investors who have accepted the Tag Offer; 4.1.2 the number and type of Tag Securities specified in each Tagging Investor's Tag Notice; 4.1.3 the aggregate price to be paid by the Proposed Buyer(s) to each Tagging Investor in respect of the respective Tag Securities to be transferred to the Proposed Buyer(s) by such Tagging Investor (in respect of each Tagging Investor, the "Aggregate Tag Securities Purchase Price"); and 4.1.4 any Permitted Regulatory Conditions to which any Tagging Investor is subject in respect of its Tag Securities as set out in any Tag Notice. 4.2 Within three Business Days of receipt of the notice in paragraph 4.1 of this Part A of Schedule 2, each Proposed Seller shall procure that each Proposed Buyer shall notify each Tagging Investor, copied to the Company, of (i) the identity of the transferee, (ii) the Aggregate Tag Securities Purchase Price to be paid to such Tagging Investor by the Proposed Buyer(s) and (iii) the date and time on which the sale and purchase of each Tagging Investor's relevant Tag Securities is to be completed, which date shall be: 4.2.1 the date falling 15 Business Days after the Tag Expiry Date; or 4.2.2 if a Permitted Regulatory Condition in respect of the Tag Offer, the Tag Qualifying Sale or such Tag Securities remains outstanding at the end of such 15 Business Day period, the date falling five Business Days after the date on which the last Permitted Regulatory Condition is satisfied, (such date and time, or such other date and time as each Proposed Buyer, each Proposed Seller and each Tagging Investor may agree). 4.3 The Tag Offer shall lapse in respect of a Tagging Investor's Tag Securities (the "Relevant Tag Securities"), and the other provisions of this Part A of Schedule 2 shall cease to apply in relation to the Relevant Tag Securities, if: 4.3.1 any Permitted Regulatory Condition in respect of the Tag Qualifying Sale (in respect of which a Proposed Buyer or a Proposed Seller is subject) is not satisfied by the date falling six months after the Tag Expiry Date (the "Tag Longstop Date"); or 4.3.2 any Permitted Regulatory Condition in respect of the Relevant Tag Securities (in respect of which a Proposed Buyer or the Tagging Investor are subject) is not satisfied by the Tag Longstop Date, in which case the Company shall notify the Pr...
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Related to TAG COMPLETION

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Waiver The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

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