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.

  • Interim Order As soon as reasonably practicable after the date of this Agreement, the Company shall apply, in a manner reasonably acceptable to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

  • 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 Borrower shall fully perform in all material respects all of its obligations under all Acquisition Documents, and shall enforce all of its rights and remedies thereunder as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the foregoing, Borrower shall take all action necessary or appropriate to permit, and shall not take any action which would have a Material Adverse Effect upon, the full enforcement of all indemnification rights under all the Acquisition Documents. Borrower shall not, without Administrative Agent's prior written consent, modify, amend, supplement, compromise, satisfy, release or discharge any material provision of the Acquisition Documents, any material collateral securing the same, any Person liable directly or indirectly with respect thereto, or any material agreement relating to the Acquisition Documents or the collateral therefor. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the Acquisition Documents to the extent such claims in the aggregate exceed $100,000.00, and shall diligently pursue such right and report to Administrative Agent on all further developments with respect thereto. If an Event of Default then exists, Borrower shall remit directly to Administrative Agent, for application to the Loan Obligations in such order as Administrative Agent determines, all amounts received by Borrower as indemnification or otherwise pursuant to the Acquisition Documents. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any of the Acquisition Documents, or if an Event of Default then exists, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines. Notwithstanding the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the Acquisition Documents, and Administrative Agent's exercise of any of its rights with respect to the Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any of the Acquisition Documents or to make any payment thereunder, or to make any inquiry as to the sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment of any amounts, or any delivery of any property.

  • 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.