THE PURCHASER'S SCHEME Sample Clauses

The Purchaser's Scheme clause outlines the specific plan or arrangement that the buyer intends to implement in connection with the transaction. Typically, this clause details the steps, structure, or mechanisms the purchaser will use to acquire, manage, or restructure the assets or business being bought. For example, it may describe a corporate reorganization, financing arrangements, or integration processes. Its core function is to provide transparency and clarity regarding the purchaser's intentions, ensuring all parties understand the buyer's approach and any implications for the transaction.
THE PURCHASER'S SCHEME. (A) The Purchaser to nominate a pension scheme and offer membership The Purchaser shall procure that: (i) before the Transfer Date it will nominate a contracted-out retirement benefits scheme: (a) which ▇▇▇▇▇▇▇▇ Refractories Limited will have established (or become a party to) with effect from a date no later than the Transfer Date; (b) which is approved or is capable of approval as an exempt approved scheme; and (c) to which the Seller's Scheme can make a transfer payment without prejudicing approval of the Seller's Scheme as an exempt approved scheme; (ii) such of the Pensionable Employees as have not ceased to be in the employment of the Company or any UK Subsidiary or attained Pensionable Age in the Seller's Scheme at the Transfer Date and who remain active members of the Seller's Scheme will be offered membership of the Purchaser's Scheme with effect from the Transfer Date; and (iii) the offer to be made pursuant to paragraph 3(A)(ii) will not be conditional upon the Pensionable Employee agreeing to transfer his benefits in respect of past service to the Purchaser's Scheme, (B) Tax approval and contracting-out matters relating to the Purchaser's Scheme The Purchaser shall use all reasonable endeavours to procure by the date defined in paragraph (a) of the definition of Payment Date: (i) that the Purchaser's Scheme is an exempt approved scheme or that the Commissioners of Inland Revenue have specifically approved the transfer of the Transfer Amount from the Seller's Scheme to the Purchaser's Scheme; and (ii) that ▇▇▇▇▇▇▇▇ Refractories Limited holds or is named in a contracting-out certificate in relation to the Purchaser's Scheme. (C) Compliance with statute and schedule by Purchaser and financial matters relating to the Purchaser's Scheme The Purchaser shall procure by the Condition Satisfaction Date that the Purchaser and the Purchaser's Scheme will enter into an agreement under seal with the Seller and the Seller's Scheme in such form as the Seller may reasonably require under which the Purchaser's Scheme: (a) agrees to accept the Transfer Amount in full and final settlement of all claims against the Seller's Scheme in respect of the Transferring Employees; (b) agrees to provide benefits to the Transferring Employees in accordance with paragraph 7 and the announcement made to the Transferring Employees; and (c) agrees to comply with the applicable requirements of the Commissioners of the Inland Revenue, the relevant preservation requirements of the ...
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THE PURCHASER'S SCHEME. 4.1 Before the Pension Transfer Date the Purchaser shall nominate a retirement benefits scheme or personal pension scheme which at the Pension Transfer Date: (a) will be an exempt approved scheme or capable of being exempt approved; (b) may be a contracted-out scheme with a contracting-out certificate covering the employment of the Consenting Members; (c) will subject to the receipt of the Transfer Amount either, (i) provide benefits for Consenting Members (related to member's salary on termination of pensionable service under the Purchaser's Scheme) in respect of pensionable service completed in the Plans before the Pension Transfer Date which are in the opinion of the Purchaser's Actuary as agreed by the Vendor's Actuary at least equal in value on the assumptions set out in the Actuary's Letter to those that would have been provided in respect of that pensionable service in the Plans assuming that the Consenting Members remained in pensionable service under the Plans until retirement leaving service or earlier death, and that the Plans continued, unamended, until that date; or (ii) apply the whole of the Transfer Amount exclusively to provide benefits for and in respect of Consenting Members without at the time of application making any deduction from the Transfer Amount whatsoever whether in commissions, fees or any other form. 4.2 The Purchaser will as soon as reasonably practicable after the Pension Transfer Date produce evidence to the Vendors that the Purchaser's Scheme meets each of the requirements set out in paragraph 4.1.
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THE PURCHASER'S SCHEME. 4.1 The Purchaser shall use its reasonable endeavours to procure that the trustees of the Purchaser’s Scheme shall be able and willing to accept the transfer to the Purchaser’s Scheme of the ORSO Transfer Amount. 4.2 The Purchaser undertakes to procure that the Transfer Amount transferred to the Purchaser’s Scheme in respect of the Transferring ORSO Members under paragraph 3.1, less the Solvency Surplus, will be applied exclusively in the provision of benefits for and in respect of such Transferring ORSO Members in respect of their service period with the Seller or the Seller’s Group completed prior to the Pension Transfer Date, in accordance with and subject to the terms of the Purchaser’s Scheme.
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THE PURCHASER'S SCHEME. 2.1 The Purchaser will nominate a pension scheme no later than by the Membership Transfer Date which will be an exempt approved defined benefit scheme or a scheme capable of such approval for the purposes of Chapter I Part XIV of the Income and Corporation Taxes ▇▇▇ ▇▇▇▇. 2.2 The Seller and the Purchaser will use all reasonable endeavours to ensure that each Pensionable Employee who is a member of the Seller's Schemes immediately before the Membership Transfer Date is invited, in terms approved by the Seller (such approval not to be unreasonably withheld or delayed), to join the Purchaser's Scheme with effect from the Membership Transfer Date. 2.3 Any employee of the Companies who has not become eligible to join the Seller's Schemes by the Membership Transfer Date because he has insufficient service or is too young will be able to join the Purchaser's Scheme on the date on which he would have become eligible to join the Seller's Schemes if it had continued to apply to him. 2.4 The Purchaser's Scheme will provide benefits and require employee contributions in respect of each Transferring Employee's pensionable service from the Membership Transfer Date on a basis which is broadly no less favourable (to such reasonable satisfaction as the Seller's Actuary and the Purchaser's Actuary agree) than the basis on which benefits are being provided for (and contributions required from) the Transferring Employees under the Seller's Schemes as at Completion.
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THE PURCHASER'S SCHEME. 3.1 For the purposes of this Schedule the Purchaser shall nominate or procure the nomination of one or more of the following— (a) retirement benefits schemes which are, or which are designed to be capable of being, exempt approved schemes or Isle of Man exempt approved schemes; (b) personal pension schemes which are approved under Chapter IV, Part XIV of the Income and Corporation Taxes ▇▇▇ ▇▇▇▇ or the Income Tax ▇▇▇ ▇▇▇▇ of the Isle of Man; (c) stakeholder pension schemes which are registered by OPRA, that in each case is capable of accepting a transfer of contracted-out benefits from the Pension Scheme.
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THE PURCHASER'S SCHEME. (A) Company to cease to participate in the Vendor’s Scheme and Purchaser to nominate a pension scheme and offer membership (i) The Purchaser and the Vendor shall procure that the Company gives notice of termination of liability to contribute to the Vendor’s Scheme to expire immediately before the Completion Date. (ii) The Purchaser shall procure that: (a) before the Completion Date it will nominate a retirement benefits scheme: (A) which the Company will have established (or become a party to) with effect from a date no later than the Completion Date; (B) which is a registered pension scheme; (C) to which the Vendor’s Scheme can make a transfer payment without prejudicing the status of the Vendor’s Scheme as a registered pension scheme; and (D) which is contracted out on a reference scheme basis; and (b) the Pensionable Employees will be offered membership of the Purchaser’s Scheme with effect from the Completion Date in terms complying with paragraph 4(D) and 8.
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THE PURCHASER'S SCHEME. 3.1 The Purchasers will establish or nominate the Purchasers' Scheme before the Pension Transfer Date and will procure that the Participating Company will participate in the Purchasers' Scheme. All Relevant Employees then employed by the Participating Company who have not attained normal pension date will be invited to become members of the Purchasers' Scheme with effect from the Pension Transfer Date. The Purchasers' Scheme shall remain in full force and effect for at least the remainder of the Future Period. 3.2 The Purchasers' Scheme shall provide benefits in accordance with paragraphs 3.3 and 3.4 and shall:- (a) be a final salary scheme, designed to be approved under Chapter I of Part XIV of ICTA or capable of such approval; and/or (b) be a money purchase scheme, designed to be approved under Chapter I or Chapter IV of Part XIV of ICTA and be either (i) a contracted-out scheme for the purposes of Section 9(3) of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or (ii) an appropriate scheme for the purposes of Part III of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; and the Purchasers will use their reasonable endeavours to procure that the Purchasers' Scheme accepts the transfer to the Purchasers' Scheme of the accrued rights of the Transferring Employees including the liabilities of the Sellers' Scheme under the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ in respect of the contracted-out service of each Transferring Employee. For the avoidance of doubt, if the Purchasers' Scheme is a final salary scheme which is not a contracted-out scheme for the purposes of Section 9(2B) of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ the Purchasers will also establish or nominate a money purchase scheme as set out in (b) above. 3.3 Subject to receipt of the Transfer Amount, the Purchasers will procure that (a) where the Purchasers' Scheme is of a type described in paragraph 3.2(a), the Purchasers' Scheme will provide for and in respect of each Transferring Employee benefits in respect of Pensionable Service in the Sellers' Scheme before the Pension Transfer Date which, in the opinion of the Purchasers' Actuary, are broadly equivalent in value calculated on the assumptions in the Actuary's Letter (such calculations to be verified by the Sellers' Actuary) to the benefits that would have been provided for and in respect of the member under the Sellers' Scheme in respect of Pensionable Service before the Pension Transfer Date if the member had remained in service as a member of the Sellers' Scheme up to the date of retirement, death or l...
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Related to THE PURCHASER'S SCHEME

  • Time of Closing The closing of the Loan shall take place on execution of this Loan Agreement.

  • The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Second Closing The second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.

  • School Closing In the event that school is closed for any reason and the School District does not require employees to perform services, employees shall be compensated as follows: Subd. 1. In the event school is closed for a full day, the School Board will have the authority to determine if, how, and when such time will be made up. If make-up time is required by the School Board but is not completed by the employee, the employee’s compensation shall be reduced by the number of hours the employee was paid for the closed day. If the School Board does not require make-up time, there shall be no reduction in pay for the day that school was closed.

  • Escrow Closing Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an escrow agent and that the listing broker is authorized to transfer the ▇▇▇▇▇▇▇ money or any other funds received to the escrow agent. After the transfer, Broker shall have no further responsibility or liability to Buyer or Seller to account for the funds. Escrow agent’s charges shall be equally divided between Buyer and Seller.