THE PURCHASER'S SCHEME Sample Clauses

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 Xxxxxxxx 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 Xxxxxxxx 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 ...
Sample 1See All (4)
AutoNDA by SimpleDocs
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.
Sample 1
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 Xxx 0000. 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.
Sample 1
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.
Sample 1
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.
Sample 1
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 Xxx 0000 or the Income Tax Xxx 0000 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.
Sample 1

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 obligation of the Company to issue, sell and deliver the Series B Preferred Shares at the Second Closing is subject to the fulfillment to the reasonable satisfaction of the Company at or prior to the Second Closing of the following conditions: (a) The Second Closing Investors shall have delivered the Second Purchase Price in accordance with Section 2.4(b); (b) Each Second Closing Investor shall have delivered its executed counterpart signature page to this Agreement; (c) The Amended and Restated Shareholders Agreement, duly executed by the New Series B Investors and the holders of at least a majority of the outstanding shares of Common Stock on a fully-diluted basis, including a majority of the Series A Preferred Stock voting as a separate class and on a fully-diluted and as converted basis; (d) The First Amendment to Registration Rights Agreement, duly executed by a majority of the holders of Registrable Securities (as defined the Original Registration Rights Agreement); (e) Each of the representations and warranties of the Investors contained in Article VIII shall be true, correct and complete in all material respects on and as of the Second Closing Date as though then made, except for such representations and warranties which expressly speak as of a certain date, which representations and warranties shall be true, correct and complete in all material respects as of the date specified. (f) Section 7.4(a) of the Series A Preferred Stock Purchase Agreement shall be amended to read in its entirety as follows: (a) (i) As of the First Closing, the authorized capital stock of the Company consisted solely of (1) ten million (10,000,000) shares of Common Stock, of which 1,696,284 shares were issued and outstanding; and (2) three million (3,000,000) shares of preferred stock, $.0001 par value per share, of which 2,250,000 shares had been designated as Series A Preferred Stock and 962,101 shares were issued and outstanding. The Company had reserved for issuance (x) sufficient shares of Common Stock for issuance upon conversion or redemption of all outstanding or authorized Series A Preferred Shares and (y) 2,100,000 shares of Common Stock upon exercise of options pursuant to its 2004 Stock Option Incentive Plan. Immediately after the First Closing, the capitalization of the Company was as set forth in the Capitalization Schedule attached to Schedule 7.4, which Capitalization Schedule and Schedule 7.4 (A) reflected the capitalization of the Company both on an actual shares outstanding basis and on a fully diluted basis assuming conversion of all convertible securities and the exercise of all outstanding options and warrants and all options reserved for future grant under any stock option plans and (B) set forth (I) each outstanding option, warrant or other right to purchase shares of capital stock of the Company or any of its Subsidiaries and (II) for each such option, warrant or right, the holder thereof, the date of grant, the exercise price and the number of shares subject thereto.

  • 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 xxxxxxx 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.

  • Purchase and Sale Closing (a) On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trustee to sell to the Underwriter, and the Underwriter agrees to purchase from the Trustee, at a purchase price of 100% of the face amount thereof, $193,440,000 of Class B Certificates. (b) Payment of the purchase price for, and delivery of, the Class B Certificates shall be made at the date, time and location or locations specified in Schedule I hereto, or at such other date, time or location or locations as shall be agreed upon by the Company and the Underwriter, or as shall otherwise be provided in Section 7 hereof (such date being herein called the “Closing Date” and such time being herein called the “Closing Time”). Payment shall be made to or upon the order of the Trustee by federal funds wire transfer or transfer of other immediately available funds against delivery to the account of the Underwriter at The Depository Trust Company (“DTC”). Such Class B Certificates shall be registered in the name of Cede & Co. or in such other names, and in such authorized denominations as the Underwriter may request in writing at least two full business days before the Closing Time. The certificates representing such Class B Certificates, which may be in temporary form, will be made available for examination and packaging by the Underwriter at the location or locations at which they are to be delivered at the Closing Time not later than 10:00 A.M. on the business day prior to the Closing Time. (c) The Company will pay to the Underwriter at the Closing Time for the account of the Underwriter any fee, commission or other compensation which is specified in Schedule I hereto. Such payment will be made by federal funds wire transfer or transfer of other immediately available funds.

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

  • Initial Closing In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!