The Conditions Sample Clauses
The Conditions. In this Trust Deed, unless the context requires or the same are otherwise defined, words and expressions defined in the Conditions and not otherwise defined herein shall have the same meaning in this Trust Deed.
The Conditions. In addition to Xxxxxx’x rights under Section 3.04, the Distribution shall not occur unless each of the following conditions shall have been satisfied (or waived by Abbott, in whole or in part, in its sole discretion):
(i) the transfer of the AbbVie Assets (other than any Delayed AbbVie Asset) and AbbVie Liabilities (other than any Delayed AbbVie Liability) contemplated to be transferred from Abbott to AbbVie on or prior to the Distribution Date shall have occurred as contemplated by Section 2.02;
(ii) the Registration Statement shall have been declared effective by the Commission; no stop-order shall be in effect with respect thereto; no Proceeding for that purpose shall have been instituted or threatened by the Commission; and the Information Statement shall have been mailed to the Record Holders;
(iii) Abbott shall have received the proceeds from the AbbVie Cash Distribution and shall be satisfied in its sole discretion that, as of the Effective Time, it shall have no further Liability whatsoever under the AbbVie Credit Facility or the Financing Arrangements (including in connection with any guarantees provided by Abbott or an Abbott Subsidiary thereunder), it being acknowledged by the Parties that prior to the date hereof, AbbVie issued approximately $3.0 billion in principal amount of 2.9% Senior Notes due 2022 of AbbVie to Abbott in partial consideration for the transfer of AbbVie Assets to AbbVie, and such notes were thereafter immediately exchanged by Abbott with a Third Party for existing commercial paper of Abbott in satisfaction and discharge of such commercial paper;
(iv) the actions and filings with regard to securities and blue sky Laws of the United States (and any comparable Laws under any foreign jurisdictions) described in Section 3.01 shall have been taken and, where applicable, shall have become effective or been accepted;
(v) the AbbVie Common Stock to be distributed in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of issuance;
(vi) no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the Distribution or any of the other transactions related thereto, including the Separation, contemplated by this Agreement or any Ancillary Agreement shall be in effect;
(vii) Abbott shall have received a private letter ruling from the United States Internal Revenue Service to the effect that, among other things, the Distri...
The Conditions. The provisions of Conditions 13 and 14 shall be deemed to be incorporated into this Schedule 4 in their entirety. If there is any conflict between this Schedule 4 and the provisions of Condition 13 and/or Condition 14, the provisions of Condition 13 and/or Condition 14, as applicable, shall prevail. [DATE] To: The Bank of New York Mellon, London Branch (the Fiscal Agent) To: The Bank of New York Xxxxxx XX/NV, Dublin Branch (the Registrar) 2027 (the Notes) Reference is made to the terms and conditions of the Notes (the Conditions) set out in Schedule 1 to the Fiscal Agency Agreement (the Fiscal Agency Agreement) dated 12 April 2022, as supplemented, amended, novated or restated from time to time, between the Issuer, the Fiscal Agent, the Registrar and the other agents named in it relating to the Notes. Terms defined in the Conditions and the Fiscal Agency Agreement shall have the same meanings when used in this transfer certificate unless otherwise stated. This transfer certificate relates to U.S.$[⚫] of Notes which are held in the form of [beneficial interests in one or more Unrestricted Notes (ISIN XS2468421248 / Common Code 246842124) represented by the Unrestricted Global Certificate]* [beneficial interests in one or more Restricted Notes (ISIN US46522TAB44 / Common Code 246895074 / CUSIP 00000XXX0) represented by the Restricted Global Certificate]* in the name of [transferor] (the Transferor). The Transferor has requested an exchange or transfer of such beneficial interest for an interest in [Certificates]* [Unrestricted Notes represented by the Unrestricted Global Certificate]* [Restricted Notes represented by the Restricted Global Certificate]*. In connection therewith, the Transferor certifies that such exchange or transfer has been effected in accordance with the transfer restrictions set forth in the Notes and in accordance with any applicable securities laws of the United States of America, any State of the United States of America or any other jurisdiction and any applicable rules and regulations of DTC, Euroclear and Clearstream, Luxembourg from time to time and, accordingly, the Transferor certifies as follows (terms used in this paragraph that are defined in Rule 144A or in Regulation S are used herein as defined therein):
The Conditions. 2.1 By signing the Order Form, You expressly agree to hire the Equipment in accordance with the conditions of the Rental Agreement, subject to the Funder and/or 4Com (as the case may be) approving Your application for finance within the Credit Application Period.
2.2 You will use Your best endeavours to obtain third party finance from a Funder and to enter into a Rental Agreement as soon as possible after the date of this Order Form. You agree that you will be bound to enter into a Rental Agreement in the event any application for finance that you make is approved within the Credit Application Period and that if you obtain finance and fail to enter into the Rental Agreement you will be liable to pay the Services Fee.
2.3 4Com shall use reasonable endeavours to assist You with Your application for third party finance from a Funder and in this respect 4Com will assist with the completion of all necessary application forms but shall have no liability to You if any application You make fails to secure the finance requested.
2.4 You will make available to 4Com or a Funder, all information reasonably requested by either of them in support of Your application for finance for the Equipment, and You will co-operate with 4Com in all respects to facilitate the said finance. If You fail to provide all necessary information within 28 days of the date of the Order Form 4Com shall have the right (but not the obligation) to terminate Your order for the Equipment and/or you will be liable to pay 4Com the Services Fee.
2.5 In the event Your application for third party finance with a Funder is unsuccessful within the Credit Application Period, 4Com Technologies may, in its sole discretion, provide finance for You and enter into a Rental Agreement with You directly, but shall be under no obligation to do so. If 4Com is agreeable to this, You agree that you will enter into the Rental Agreement accordingly.
2.6 Once You have entered into a Rental Agreement, you will be bound by the provisions of the Rental Agreement and consequently, You cannot cancel the rental of the Equipment unless otherwise permitted in accordance with the conditions of the Rental Agreement.
2.7 In the event Your application for third party finance with a Funder is unsuccessful within the Credit Application Period and 4Com is unable or unwilling to enter into a Rental Agreement with You, 4Com will notify you accordingly and this order for Equipment will be deemed cancelled without any liability on You or 4...
The Conditions. 1. The occurrence of either of the following events:
1.1 the Irish Competition Authority (the Authority) having informed the Purchaser in writing under sections 21(2)(a), 22(3)(a) or 22(3)(c) (provided, in respect of section 22(3)(c), that the conditions specified are acceptable to the Purchaser acting reasonably) of the Irish Competition Act 2002 (the Irish Competition Act) that the purchase of the Shares pursuant to this Agreement and all matters arising there from may be put into effect; or
1.2 the period specified in section 21(2) or section 19(1)(d) of the Irish Competition Act having lapsed without the Authority having informed the parties of the determination (if any) it has made under the said section.
2. The granting in terms satisfactory to the Seller and the Purchaser of all consents, approvals, authorisations or clearances which are required from the Financial Services Authority in connection with the proposed acquisition of the Shares.
3. Confirmation from the FSA to the Seller, in terms reasonably satisfactory to the Seller, that The Royal Bank of Scotland plc and The Royal Bank of Scotland Group plc is or will be released from Completion from the undertakings given to the FSA in respect of any regulated member of the Group.
4. No Material Adverse Change having occurred since the date of the Agreement.
The Conditions. Each of the following items shall be a condition precedent to Closing:
(a) Seller shall have delivered all funds and documents required by Section 6.1
The Conditions. The above-named person applying for registration at the practice agrees to the following: To refrain from using abusive or offensive language, making threats of violence or aggressive behaviour and to treat all staff fairly and with respect; in person, on the phone, in writing or on social media. To utilise the practice’s Complaints Process to raise concerns about care or service received, rather than posting anonymous feedback on social media. To cancel any appointments they are unable to attend with as much notice as possible. Call the surgery and choose option 1 to leave a voicemail to cancel. To New Pond Row Surgery DNA (Did Not Attend) policy - if they miss three appointments without notifying the surgery, they may be removed from the practice list and will have to register with a different practice. To adhere New Pond Row Surgery repeat prescription policy and agree to allow 3 working days before collecting repeat prescriptions.
The Conditions of this obligation are:
The Conditions. Each of the four (4) stages of the Investment is subject to certain conditions as set out below: Stage 1 The completion of stage 1 of the Investment is subject to the satisfaction or waiver by Infiniti of certain conditions, including the following:
(a) that the Agreement is duly executed by the parties and all terms and conditions stated therein continue to remain in full force and effect, and no party is in breach of any of their representations, warranties, obligations or undertakings under the Agreement;
(b) that Infiniti and/or its nominee performing and completing investment analyses and due diligence procedures on SHR and its subsidiaries (if applicable), and such results of analysis and due diligence being satisfactory to Infiniti and/or its nominee;
(c) that all consents and approvals for the Agreement and the transactions contemplated therein, including without limitation, the respective board of directors and/or shareholders of each party (where necessary) have been obtained; and
(d) that the Business Plan is delivered to Infiniti. The completion of each of stage 2, 3 and 4 of the Investment is subject to the satisfaction or waiver by Infiniti of certain conditions, including the following:
(a) that all the terms and conditions stated therein continue to remain in full force and effect, and no party is in breach of any of their representations, warranties, obligations or undertakings under the Agreement;
(b) that all relevant permits, consents, licences, approvals and authorisations necessary for SHR and its business as at the completion dates of stage 2, 3 and 4 of the Investment (as the case may be) have been obtained;
(c) that, in relation to the completion of stage 2, SHR securing a pipeline of projects of not less than US$200,000 requiring Hi-Rel engineering / testing services to SHR;
(d) that, in relation to the completion of stage 3, SHR securing an additional pipeline of projects of not less than US$800,000 requiring Hi-Rel engineering / testing services to SHR; and
(e) that there being no material adverse change in the status, prospects, operations or financial condition of SHR and/or the parties occurring on or immediately before each of the completion dates of stage 2, 3 and 4 (as the case may be), and no governmental or court act, decree or order is made which in each party's reasonable view may materially hinder the business of SHR and/or the performance by any of the parties of their obligations or undertakings under the Agreement ...
The Conditions. 1 The Register