TRADING POSITION Sample Clauses

TRADING POSITION. Material adverse change since Accounting Date 1. Since the Accounting Date:- 1.1 there has been no material adverse change in the financial or trading position of the Company or in the value or state of the assets or amount or nature of the liabilities of the Company as compared with the position disclosed in the Audited Accounts; 1.2 the Company has not disposed of any material assets or assumed or incurred any material outstanding capital commitment or any material liabilities (whether actual or contingent) otherwise than in the ordinary course of carrying on its business (and for this purpose disposals of fixed assets, fixed and loose plant and machinery, fixtures and fittings, vehicle and office equipment shall be deemed to be not in the ordinary course of business); 1.3 except as disclosed in the Disclosure Letter the Company has paid its creditors in the ordinary course of business and within the normal terms of business of those creditors; and 1.4 the business of the Company has been carried on in the ordinary and usual course of business without interruption and so as to maintain the same as a going concern.
Sample 1
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TRADING POSITION. 8.1 Since the Balance Sheet Date (and save as disclosed in 2005 First Quarter Results and in the Admission Document):- 8.1.1 the Company has carried on its business in the ordinary and usual course; 8.1.2 there has been no significant change in the financial or trading position of the Company; 8.1.3 the Company has not entered into or assumed or incurred any contract, commitment, borrowings, indebtedness in the nature of borrowing, guarantee, liability (including contingent liability) or other obligation which, in any such case, has not been discharged at the date of this Agreement or will not be discharged prior to Admission and the disclosure of which to a potential subscriber of Placing Shares is required in order to prevent the Admission Document being inaccurate or misleading in any material respect; 8.1.4 the Company has not declared, made or paid any dividend or other distribution; 8.1.5 no agreement or commitment has been entered into by the Company which is of a long term or unusual nature which involves or could involve an obligation of a material nature; and 8.1.6 no agreement or commitment has been entered into by the Company for the acquisition or disposal of any business or material asset or any material liabilities (including contingent liabilities) otherwise than in the ordinary course of business.
Sample 1
TRADING POSITION. Since 30 June 2005 and save as disclosed in the document attached to this Agreement marked “C”: 2.1 the Seller has carried on the Business in the ordinary course; and 2.2 there has been no material adverse change in the financial or trading position of the Business.
Sample 1
TRADING POSITION. 11.1. Since the Accounting Date: 11.1.1. there has been no material adverse change (nor is any such material change expected) in the position of the Company, or in the value or state of the assets, or amount or nature of the liabilities, of the Company as compared with the position disclosed in the Audited Accounts; 11.1.2. the Company has not disposed of any material assets, or assumed or incurred any outstanding capital commitment, or any material liabilities (whether actual or contingent), otherwise than in the ordinary course of carrying on its business (and, for this purpose, disposals of fixed assets, fixed and loose plant and machinery, fixtures and fittings, vehicles and office equipment, shall be deemed to be not in the ordinary course of business); 11.1.3. the business of the Company has been carried on in the ordinary and usual course of business without interruption, and so as to maintain that business as a going concern. 11.2. There has been no major change in the nature or conduct of the business carried on by the Company. 11.3. The Company is entitled to carry on the business now carried on by it, and carried on by it during the 3 years before the date of this Agreement, without any conflict with any valid right of any other person, firm or company. 11.4. The Company not committed or omitted to do any act or thing which could give rise to any material fine or penalty.
Sample 1
TRADING POSITION. 10.1 Except as described in the Disclosure Letter, since 31 January 2010: 10.1.1 there has been no material adverse change in the position or prospects of the Company, or in the value or state of the assets, or amount or nature of the liabilities, of the Company as compared with the position disclosed in the Audited Accounts; 10.1.2 the Company has not disposed of any material assets, or assumed or incurred any outstanding capital commitment, or any material liabilities (whether actual or contingent), otherwise than in the ordinary course of carrying on its business (and, for this purpose, disposals of fixed assets, fixed and loose plant and machinery, fixtures and fittings, vehicles and office equipment, shall be deemed to be not in the ordinary course of business); 10.1.3 the business of the Company has been carried on in the normal and usual course of business without material interruption. 10.2 The Company’s business has not been materially and adversely affected by the loss of any important customer or source of supply. 10.3 The Company is entitled to carry on the business now carried on by it, and carried on by it during the three years prior to the date of this agreement, without any conflict with any valid right of any other person, firm or company. 10.4 No substantial part of the business of the Company is carried on, or is required to be carried on, with the agreement or consent of a third party, nor is there any agreement which significantly restricts the field in which the Company carries on business. 10.5 The Company has not committed or omitted to do any act or thing which could reasonably be expected to give rise to any fine or penalty, nor is the Company party to any agreement, practice or arrangement which, in whole or in part: 10.5.1 contravenes the provisions of the Trade Descriptions Acts 1968 and 1972; 10.5.2 would or might constitute a domestic or a Community infringement within the meaning of Part 8 of the Enterprise Xxx 0000; 10.5.3 contravenes any provisions of the EC Treaty, or any regulation or other enactment made under that Treaty; or 10.5.4 contravenes any other anti-trust anti-monopoly or anti-cartel legislation or regulations. 10.6 So far as the Vendors are aware, the Company has not engaged in any course of conduct which is unlawful under the Competition Xxx 0000. 10.7 So far as the vendors are aware, no agreement, arrangement or other practice of the Company is, or has been, the subject of an investigation, report or decis...
Sample 1
TRADING POSITION. 1. Since the Accounting Date:- 1.1 there has been no material adverse change nor so far as the Warrantors are aware is any such material change pending or expected in:- 1.1.1 the business, financial or trading position or business prospect, or other prospects of the Company; or 1.1.2 in the value or state of the assets or amount or nature of the liabilities of the Company; or as compared with the position disclosed in the Audited Accounts; 1.2 the Company has not disposed of any material assets or assumed or incurred any outstanding material capital commitment or any material liabilities (whether actual or contingent) otherwise than in the ordinary course of carrying on its business. For these purposes, disposals of Intellectual Property Rights, fixed assets, fixed and loose plant and machinery, fixtures and fittings, vehicle and office equipment shall not be deemed to be in the ordinary course of business; 1.3 the Company has paid all material creditors in the ordinary course of business and within the normal terms of business undertaken between the Company and the creditors; and 1.4 the business of the Company has been carried on in the ordinary and usual course of business without interruption and so as to maintain the same as a going concern. 2. So far as the Warrantors are aware, the Company is not subject to material liabilities, other than those disclosed (whether actual or contingent) in the Audited Accounts, other than those entered into in the ordinary course of business since the Accounts Date. 3. The Company is not a party to any agreement or arrangement which is subject to termination or re-negotiation by another party as a result of any of the transactions contemplated by this Agreement. 4. So far as the Warrantors are aware the Company is entitled to carry on the business now carried on by it and carried on by it during the three years prior to the date of this Agreement without any conflict with any valid right of any other person, firm or company. 5. No substantial part of the business of the Company is carried on or is required to be carried on with the agreement or consent of a third party. 6. There is no agreement or arrangement to which the Company is a party which significantly restricts the field in which the Company carries on business.
Sample 1
TRADING POSITION. 3.1 Since the Accounting Date, to the knowledge of the Seller: 3.1.1 there has been no material adverse change in the financial or trading position or prospects of the Business or in the value or state of the assets or amount or nature of the liabilities of the Business as compared with the position disclosed in the Accounts; 3.1.2 the Seller has not, in relation to the Business, disposed of any assets or assumed or incurred any outstanding capital commitment or any material liabilities (whether actual or contingent) otherwise than in the ordinary course of carrying on the Business; 3.1.3 the Business has been carried on in the ordinary and usual course without interruption and so as to maintain the same as a going concern; 3.1.4 nothing has been done in the conduct or management of the affairs of the Business which would will materially adversely prejudice the interests of the Buyer as prospective Buyer of the Business; 3.1.5 the trading prospects of the Business have not been materially adversely affected as a result of an event or circumstance which arose after the Accounting Date; and 3.1.6 since the Accounting Date, the Seller has not done or omitted to do anything which might have materially prejudicially affected the Goodwill. 3.2 The Business has not been materially and adversely affected by the loss of any important customer, account or source of supply and no important customer, account or source of supply has substantially reduced its dealings with the Business. 3.3 To the knowledge of the Seller, the transactions contemplated by this agreement will not result in loss of business with any of the Business’ present customers or source of supply. 3.4 The Seller is not a party to any contract or arrangement relating to the Business which is subject to termination by another party or under which the rights of any person are likely to be affected as a result of the transactions contemplated by this agreement. 3.5 To the knowledge of the Seller, the Seller is entitled to carry on the Business as it is currently carried on by it and has been carried on by it during the 3 years prior to the date of this agreement without infringing any valid Intellectual Property Right of any other person, firm or company. 3.6 No substantial part of the Business is carried on or is required to be carried on with the agreement or consent of a third party (from which consent has not been obtained) nor is there any agreement which significantly restricts the activities of t...
Sample 1
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Related to TRADING POSITION

  • Trading Subject to the terms and conditions of this Agreement, Nationwide shall be appointed to, and agrees to act, as a limited agent of the Company for the sole purpose of receiving instructions from duly authorized parties for the purchase and redemption of Fund shares prior to the close of regular trading each Business Day. A "

  • Trading Cushion The Selling Period for any previous Issuance Notice shall have expired.

  • Certain Trading Activities Other than with respect to the transactions contemplated herein, since the earlier to occur of (i) the time that such Purchaser was first contacted by the Borrowers or any other Person regarding the transactions contemplated hereby and (ii) the tenth day prior to the date of this Agreement, neither the Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Notes, and (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Borrowers (including, without limitation, any Short Sales involving the Borrowers’ securities). Notwithstanding the foregoing, in the case of a Purchaser and/or Trading Affiliate that is, individually or collectively, a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s or Trading Affiliate’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s or Trading Affiliate’s assets, the representation set forth above shall apply only with respect to the portion of assets managed by the portfolio manager that have knowledge about the financing transaction contemplated by this Agreement. Other than to other Persons party to this Agreement, disclosures to potential co-investors or as otherwise consented to by the Borrowers, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

  • Restricted Transactions From the date hereof until the earlier of i) 120 days after the date of this Agreement or ii) the date that the Holder holds less than 10% of the Securities being sold to the Buyer in this offering remain outstanding, including Conversion Shares, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer, directly or indirectly, solicit, accept, enter into, announce, or otherwise cooperate in any way, assist or participate in or facilitate or encourage, any exchange (i) of any security of the Company or any of its subsidiaries for any other security of the Company or any of its subsidiaries, except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the SEC or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the 0000 Xxx) or (ii) of any indebtedness or other securities of the Company or any of its subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or conditioned in the Buyer’s sole discretion), directly or indirectly, cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any third party to effect any acquisition of securities of the Company by such third party from an existing holder of such securities in connection with a proposed exchange of such securities of the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise).

  • Exchange Stock Market Clearance On the Closing Date, the Company’s shares of Common Stock, including the Firm Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance. On the first Option Closing Date (if any), the Company’s shares of Common Stock, including the Option Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance.

  • Financial Market Service Bloomberg Financial Service and any other financial information provider designated by the Depositor by written notice to the Trustee.

  • Rule 144 Sales (a) The Company covenants that it will file the reports required to be filed by the Company under the Securities Act and the Exchange Act, so as to enable any Holder to sell Registrable Securities pursuant to Rule 144 under the Securities Act. (b) In connection with any sale, transfer or other disposition by any Holder of any Registrable Securities pursuant to Rule 144 under the Securities Act, the Company shall cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares and registered in such names as the selling Holders may reasonably request at least two business days prior to any sale of Registrable Securities.

  • Trading Activities Neither the Buyer nor its affiliates has an open short position in the common stock of the Company and the Buyer agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

  • Issuance Period Shelf Notes may be issued and sold pursuant to this Agreement until the earlier of (i) the third anniversary of the date of this Agreement (or if such anniversary date is not a Business Day, the Business Day next preceding such anniversary) and (ii) the thirtieth day after Prudential shall have given to the Company, or the Company shall have given to Prudential, a written notice stating that it elects to terminate the issuance and sale of Shelf Notes pursuant to this Agreement (or if such thirtieth day is not a Business Day, the Business Day next preceding such thirtieth day). The period during which Shelf Notes may be issued and sold pursuant to this Agreement is herein called the “Issuance Period”.

  • Volume ACM requires that at least 800 litres of Milk is available for collection at any one time from the Farm. Supplier must ensure that all Milk collected by ACM under this Agreement is refrigerated, agitated and less than 48 hours old at the time of collection.

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