The Scheme Documents Sample Clauses

The Scheme Documents. 4.4.1 The Business Sellers and the Purchaser each undertakes to offer and afford all reasonable co-operation, information and assistance as may be requested by the other party in respect of the preparation of any Scheme Document in a timely manner in order that the Schemes can be implemented in accordance with Clause 4.3. 4.4.2 Subject to the proviso set out in Clause 4.3.2, the Business Sellers and the Purchaser each agrees that the Scheme Documents shall (unless otherwise agreed by the parties) be consistent with the terms set out in this Agreement. 4.4.3 The parties agree that the Business Sellers shall prepare the Scheme Documents and shall consult with the Purchaser in relation to the preparation thereof. The Business Sellers agree to submit drafts and revised drafts of the Scheme Documents to the Purchaser and provide the Purchaser with sufficient time to review and comment on such drafts. The Business Sellers shall incorporate all comments on such drafts as may reasonably be made by the Purchaser and, where necessary, discuss any comments with the Purchaser for the purposes of preparing revised drafts. The Business Sellers and the Purchaser acknowledge that the Scheme Documents are subject to review and comment by third parties, including but not limited to, the FSA and Counsel who will be appointed to represent any or all of the parties at Court and the Business Sellers shall consult with the Purchaser with a view to agreeing any amendments proposed by any such third parties. For the purposes of complying with the obligations set out above, the Business Sellers (and/or the Business Sellers’ Lawyers) shall meet with the Purchaser (and/or the Purchaser’s lawyers, Sxxxxxxxx and May) on a reasonably regular basis to discuss the Scheme Documents and the timetable for implementing the Schemes. 4.4.4 The parties shall consult with each other and shall use reasonable endeavours to agree Counsel to be appointed to represent any or all of the parties at Court in relation to the Schemes. 4.4.5 The Scheme Documents and all communications and notifications relating to the Schemes shall be consistent in all material respects with the Schemes. 4.4.6 The parties agree that no Scheme Document shall be finalised or published without the prior approval of the Business Sellers and the Purchaser (such consent not to be unreasonably withheld or delayed). 4.4.7 The Scheme Documents shall include any addition or amendment to the Schemes required to correct a manifest erro...
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The Scheme Documents. 7.2.1 The Investor and the Core Consortium Members shall (and the Core Consortium Members shall procure that the Investor and the Consortium Members shall) offer and afford in a timely manner reasonable co-operation, and such information and assistance as may be reasonably requested by RBSG and/ or the Business Sellers, as applicable, in respect of the preparation of any Scheme Document in order that the Scheme can be implemented in accordance with Clause 7.1. 7.2.2 The parties agree that the Scheme Documents shall (unless otherwise agreed by the parties) be consistent with the terms set out in this Agreement. 7.2.3 The parties agree that RBSG and/ or the Business Sellers, as applicable, shall prepare (and, where applicable, issue) the Scheme Documents and accordingly RBSG and/ or the Business Sellers, as applicable, shall retain full control over such process subject to the Investor and the Transitional Board being permitted a reasonable opportunity to review and comment on the Scheme Documents (and drafts of them) produced by RBSG (provided that RBSG shall not be obliged to reflect or implement any such comments from the Investor or the Transitional Board). The Investor and the Core Consortium Members shall (and the Core Consortium Members shall procure that the Investor and the Consortium Members shall) promptly co-operate with and provide RBSG and/ or the Business Sellers, as applicable, with such information in relation to the Investor and/or the Investor’s Group and/or the Consortium Members and any other assistance in a timely manner as may be reasonably required in connection with the preparation of the Scheme Documents. The parties acknowledge that the Scheme Documents are subject to review and comment by third parties, including but not limited to, the UK Regulators and relevant counsel and RBSG and/ or the Business Sellers, as applicable, shall retain full control in relation to all activities in relation to any such third parties. 7.2.4 The Scheme Documents and all communications and notifications relating to the Scheme shall be consistent in all material respects with the Scheme.
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The Scheme Documents. The Company confirms that before execution of this Agreement, it had received a copy of the following documents (the “Scheme Documents”), and agrees that the Scheme Documents shall be applicable to the Company’s application of the TSSSU funding, and the Company undertakes that it shall abide by all the terms and conditions of the Scheme Documents: (i) Technology Start-up Support Scheme for Universities Application and Reimbursement Guidelines issued by the Innovation and Technology Commission, and its Annexes A, B, C, D(i) and D(ii) (“ITC Guidelines”); and (ii) ITC Technology Start-up Support Scheme for Universities Guidelines issued by the Chinese University of Hong Kong and Appendix A (“CUHK TSSSU Guidelines”). Any amendments to or supplement of any of the Scheme Documents shall, upon being duly published, become part of that Scheme Documents and shall have effect and be binding on both parties hereto forthwith. In case of conflict between ITC Guidelines and CUHK TSSSU Guidelines, the latter shall prevail for the purpose of this Agreement.
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Related to The Scheme Documents

  • Existing Documents The Contractor has reviewed and taken into consideration the Bidding Documents in preparing his bid.

  • Contractor’s Documents Any licensing and maintenance agreement, or any order-specific agreement or document, including any pre-installation, linked or “click through” agreement that is allowed by, referenced within or incorporated within the Contract whenever the Contract is used for a State procurement, whether directly by the Contractor or through a Contractor’s agent, subcontractor or reseller, is agreed to only to the extent the terms within any such agreement or document do not conflict with the Contract or applicable Minnesota or Federal law, and only to the extent that the terms do not modify, diminish or derogate the terms of the Contract or create an additional financial obligation to the State. Any such agreement or document must not be construed to deprive the State of its sovereign immunity, or of any legal requirements, prohibitions, protections, exclusions or limitations of liability applicable to this Contract or afforded to the State by Minnesota law. A State employee’s decision to choose “accept” or an equivalent option associated with a “click- through” agreement does not constitute the State’s concurrence or acceptance of terms, if such terms are in conflict with this section.

  • Bidding Documents The Construction Documents, the Invitation to Bid, the Instructions to Bidders, the Bid Form, and all Addenda, upon which the Bidder submits a Bid.

  • Acquisition Documents As of the Closing Date: (a) Borrower has furnished Bank with true, correct and complete execution copies of all Acquisition Documents. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document to which it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation of the Acquisition and all applicable waiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of the Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (other than in favor of Bank) and Borrower has not sold, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party thereto.

  • Grant Documents This Grant consists of the following documents, which are incorporated by this reference and listed in descending order of precedence:

  • Reference Documents Obtain, as necessary for submitting a tender offer, copies of the latest versions of standards, specifications, conditions of contract and other publications, which are not attached but which are incorporated into the tender documents by reference.

  • Offering Documents Upon your request, we will furnish, make available to you or make arrangements for you to obtain copies (which may, to the extent permitted by law, be in electronic form) of each prospectus, prospectus supplement, offering memorandum, offering circular or similar offering document, and any preliminary version thereof, as soon as reasonably practicable after sufficient quantities thereof have been made available by the issuer of the Securities (each, an “Issuer”) and any guarantor (each, a “Guarantor”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”) of the Securities. You agree that you will comply with the applicable United States federal and state laws, and the applicable rules and regulations of any regulatory body promulgated thereunder, and the applicable laws, rules and regulations of any non-United States jurisdiction, governing the use and distribution of offering materials by brokers and dealers. You represent and warrant that you are familiar with Rule l5c2-8 under the Securities Exchange Act of 1934, as amended (the “1934 Act”), relating to the distribution of preliminary and final prospectuses and agree that your purchase of Securities shall constitute your confirmation that you have delivered and will deliver all preliminary prospectuses and final prospectuses required for compliance therewith. You agree to make a record of your distribution of each preliminary prospectus and, when furnished with copies of any revised preliminary prospectus or final prospectus, you will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a preliminary prospectus. You agree that, in purchasing Securities, you will rely upon no statement whatsoever, written or oral, other than the statements in the final prospectus, offering memorandum, offering circular or similar offering document delivered to you by us. You are not authorized by the Issuer or other Seller of Securities offered pursuant to a final prospectus, offering memorandum, offering circular or similar offering document or by any Underwriters to give any information or to make any representation not contained therein in connection with the sale of such Securities.

  • Construction Documents The architectural and engineering documents setting forth the design for the Project prepared by the Design Professional. Construction Documents include, but are not limited to, the Specifications, the Drawings, the Supplementary Conditions, the General Conditions, and all Addenda.

  • Furnishing Documents The Indenture Trustee shall furnish to Noteholders, promptly upon receipt of a written request therefor, copies of the Pooling Agreement, the Trust Sale Agreement, the Administration Agreement, the Custodian Agreement, the Trust Agreement, the Indenture and this Agreement.

  • Underlying Documents Copies of all documents described in any Exhibit attached hereto (or a summary of any such contract, agreement or commitment, if oral) have been made available to the Company and are complete and correct and include all amendments, supplements or modifications thereto.

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