THE PURCHASER'S SCHEME Sample Clauses

THE PURCHASER'S SCHEME. (A) The Purchaser will establish the Purchaser's Scheme (if not already established) on or before the Pension Transfer Date and will continue the Purchaser's Scheme in full force and effect for a period of at least two years from that date. (B) The Purchaser will use all reasonable endeavours to ensure that the Purchaser's Scheme is approved by the Inland Revenue under Chapter I or Chapter IV of Part XIV of the Income and Corporation Taxes Act 1988 on or as soon as practicable after the Pension Transfer Date, and will procure that the trustees of the Purchaser's Scheme (if it is a retirement benefits scheme) do the same. (C) The Purchaser will procure that each Relevant Employee then employed by the Relevant Companies will be invited: (i) at least eight weeks before the Pension Transfer Date, to become a member of the Purchaser's Scheme with effect from the Pension Transfer Date; and (ii) at least eight weeks before, or (if the Seller's Actuary is required under 4(B) below to identify individual figures) as soon as reasonably practicable after, the Pension Transfer Date, (subject to the Relevant Employee accepting the invitation under (i) above) to take a transfer of a sum from LGPT to the Purchaser's Scheme in accordance with this Schedule in place of all the benefits payable in respect of his or her membership of the LGPT. The invitation will be in a form previously agreed by the Seller (such agreement not to be unreasonably withheld or delayed). (D) The Purchaser will procure that, as at the Pension Transfer Date, the Purchaser's Scheme will provide benefits in respect of service after the Pension Transfer Date for the Relevant Employees who accept the invitation under (C)(i) above such that the overall remuneration for each category of Relevant Employees is in the opinion of the Purchaser's Actuary broadly comparable overall with the overall remuneration before Completion, taking into account: (i) any State pensions also payable; (ii) any employee contributions; (iii) any other employee benefits provided. For this purpose the Relevant Employees are divided into the following "categories": members of LPF, members of the EGS Pension Fund, and members of LRP. (E) Subject to the payment of the Transfer Amount, the Purchaser will procure that the Purchaser's Scheme will provide for and in respect of each Transferring Employee benefits in respect of pensionable service in LGPT before the Pension Transfer Date which, in the opinion of the Purchaser's Actuary,...
Sample 1See All (4)
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
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. 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. (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

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 (1) Subject to the satisfaction (or, where permissible, waiver) of the conditions to closing set forth in Section 1.2(d), the second closing (the “Second Closing”) shall take place at a time and date as shall be agreed upon by the parties hereto, but in no event later than the third business day after the date of satisfaction or waiver of the last of the conditions specified in Section 1.2(d), at the offices of Xxxxxxx Spidi & Xxxxx, PC, 0000 00xx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or such other date or location as agreed by the parties in writing. The date of the Second Closing is referred to as the “Second Closing Date.” (2) Subject to the satisfaction of the conditions described in Section 1.2(d), at the Second Closing, the Company will deliver to the Investor (i) one or more certificates bearing the appropriate legends herein provided for and free and clear of all Liens representing _________ shares of Series B Preferred Stock against payment by the Investor of $_________ (the “Second Purchase Price” and together with the Initial Purchase Price, the “Purchase Price”) by wire transfer of immediately available United States funds to a bank account designated by the Company; provided, that if the Second Common Shares, together with the Common Shares issued at the First Closing and the shares of Common Stock issuable upon the conversion of the Series B Preferred Shares (the “Conversion Shares”) would cause the Investor or its Affiliates to be deemed for purposes of the BHC Act to own 25% or more of the outstanding shares of any class of voting securities of the Company or to otherwise control the Company, then the number of Series B Preferred Shares to be purchased at the Second Closing shall be reduced to the highest number of Series B Preferred Shares at a purchase price per share of $1,000 (and the Second Purchase Price and the Purchase Price shall be reduced accordingly) such that the Investor will not be deemed for purposes of the BHC Act to own 25% or more of the outstanding shares of any class of voting securities of the Company or to otherwise control the Company. Any determinations under the proviso of the preceding sentence shall take into account the appropriate regulatory treatment of convertible securities.

  • 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.

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” 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. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. 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 ________, 2020, 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 sum of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants 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. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. 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 NanoVibronix, 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.

  • PURCHASERS a. Contractor acknowledges that use of the Contract by any city, county, state agency, state school district, state higher education institution, public utility district, Medicaid provider, or organization that has a Master Contract Usage Agreement (MCUA) is discretionary. b. Services described herein will be requested by Purchaser as needed, based on program/policy requirements and Consumer communication needs and preferences. c. The Contractor acknowledges that payment for any services provided under this Contract is the sole responsibility of the Purchaser.