The Conditions Sample Clauses

The Conditions. The obligation of Distributing to consummate the Distribution is subject to the prior or simultaneous satisfaction, or waiver by Distributing, in its sole and absolute discretion, of each of the following conditions: (i) the Distributing Board shall have given its final approval of the Distribution and all related transactions (and such approval shall not have been withdrawn, whether before or after declaration of the Distribution), and the Distributing Board shall have declared the Distribution, in each case, in its sole and absolute discretion; (ii) the Business Separation and the other transactions contemplated by Article II shall have been consummated in accordance with this Agreement and the Implementation Documents; (iii) Distributing shall have received a private letter ruling (the “PLR”) from the Internal Revenue Service in a form satisfactory to Distributing in its sole and absolute discretion, to the effect that, among other things, the relevant aspects of the Business Separation and Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries under Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional shares, and such PLR shall not have been revoked or materially amended; (iv) Distributing shall have received an opinion from Debevoise & ▇▇▇▇▇▇▇▇ LLP, in form and substance satisfactory to Distributing in its sole and absolute discretion, that, subject to the accuracy of and compliance with certain representations, assumptions and covenants, the relevant aspects of the Business Separation and the Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries pursuant to Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional shares; (v) the Ancillary Agreements shall have been duly executed and delivered and such agreements shall be in full force and effect and the parties thereto shall have performed or complied with all of their respective covenants, obligations and agreements contained herein and therein and as required to be performed or complied with prior to the Distribution; (vi) the Publishing Information Statement shall have been delivered to holders of Distributing Common Stock and Distributing Warrants as of the close of business on the Record Da...

The Conditions. 1.1 This ‎Schedule 7 incorporates Part 1 of the Property Conditions, so far as they are applicable to the grant of a lease and except to the extent that they are varied or disapplied by or are inconsistent with the terms set out in this ‎Schedule 7. Part 2 of the Property Conditions are not incorporated in this ‎Schedule 7. 1.2 The definition of “conveyancer” in Property Condition 1.1.1 shall be construed as referring to the ’Buyers’ Solicitors and/or the Sellers’ Solicitors, as the context requires. 1.3 The definition of “completion date” in Property Condition 1.1.1 shall be construed as a reference to the Completion Date.

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 ▇▇▇▇▇▇ ▇▇/NV, Dublin Branch (the "Registrar") 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 6 December 2023, 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 XS2730249997/ Common Code 273024999) represented by the Unrestricted Global Certificate]* [beneficial interests in one or more Restricted Notes (ISIN: US46522TAC27 / Common Code: 273032959 / CUSIP: ▇▇▇▇▇▇▇▇▇) 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].1 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. If there is any conflict or ambiguity between the terms of the documents listed in paragraph 1, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list. This Contract has been entered into on the date stated at the beginning of it.

The Conditions. In addition to ▇▇▇▇▇▇’▇ 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. To receive Prorated STI Bonus and the Limited Acceleration, as defined above, the Executive must satisfy each of the following “Conditions”: (i) enter into and comply with this Agreement, including but not limited to the Continuing Obligations (as defined below); (ii) not be terminated by the Company for Cause (as defined in the Employment Agreement and subject to any provisions for cure contained therein); and (iii) not resign before December 31, 2022 without the prior written consent of the Company’s CEO.

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. 4.1 This contract incorporates the Conditions, except to the extent that they are varied or disapplied by or are inconsistent with the terms set out in this contract. 4.2 Condition 1.1.3(b) is varied by the addition of the following words at the end of it: "or if the Seller produces reasonable evidence that the Property will be released from such mortgages on or before the Completion Date". Condition 8. 8.1 is varied by the addition of the following at the end: "under this condition but not otherwise". 4.3 Condition 1.3.2 is varied by the addition of the words "at the address and with the reference (if any) stated in the contract" after the words "party's conveyancer". 4.4 Condition 1.3.3 does not apply and the following wording is substituted for it "Transmission by fax is a valid means of giving a notice or delivering a document where delivery of the original document is not essential provided all relevant parts of the document or notice are received by the intended recipient in a legible state. Transmission by email is not a valid means of giving a notice or delivering a document." Conditions 1.3.5(c) and 1.3.7(e) do not apply to this contract. 4.5 Condition 1.3.7 (a) is varied by the deletion of the words "first class post" and the addition in their place of the words "a registered post service within the meaning of the Postal Services Act 2000". Condition 1.3.7(b) does not apply to this contract. Condition 1.3.8 does not apply to this contract. 4.6 Conditions 9.5.2(b) and 9.6.2(b) are both varied by the addition of the words: "and any other materials relevant to the transaction which have been provided by the Seller's Solicitors" after the words: "return any documents". 4.7 Conditions 1.1.4, 3.2.1, 8.3.7 and 8.3.8 do not apply to this contract.