Other Procedures To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Subsection 4.4(l), established by the Administrative Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.
Additional Procedures (i) Once initiated by an Auction Notice, the Auction Party may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price.
(ii) To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.
(iii) In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent.
(iv) Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day.
(v) The Borrower and the Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties under this definition by itself or through any Affiliate of the Auction Agent and expressly consent to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.
New Procedures New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Fund and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its agent may perform these services on the Fund's behalf;
Operational Procedures In order to minimize operational problems, it will be necessary for trade information to be supplied in a secure manner by the Subadviser to the Fund’s Service Providers, including: JPMorgan Chase Bank, National Association (the “Custodian”), Virtus Fund Services (the “Fund Administrator”) BNY Mellon Investment Servicing (US) Inc., (the “Sub-Accounting Agent”), any Prime Broker to the Series, and all other Counterparties/Brokers as required. The Subadviser must furnish the Fund’s service providers with required daily information as to executed trades in a format and time-frame agreed to by the Subadviser, Custodian, Fund Administrator, Sub-Accounting Agent and Prime Broker/Counterparties and designated persons of the Fund. Trade information sent to the Custodian, Fund Administrator, Sub-Accounting Agent and Prime Broker/Counterparties must include all necessary data within the required timeframes to allow such parties to perform their obligations to the Series. The Sub-Accounting Agent specifically requires a daily trade blotter with a summary of all trades, in addition to trade feeds, including, if no trades are executed, a report to that effect. Daily information as to executed trades for same-day settlement and future trades must be sent to the Sub-Accounting Agent no later than 4:30 p.m. (Eastern Time) on the day of the trade each day the Fund is open for business. All other executed trades must be delivered to the Sub-Accounting Agent on Trade Date plus 1 by Noon (Eastern Time) to ensure that they are part of the Series’ NAV calculation. (The Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply with the requirements of this Schedule A.) On fiscal quarter ends and calendar quarter ends, all trades must be delivered to the Sub-Accounting Agent by 4:30 p.m. (Eastern Time) for inclusion in the financial statements of the Series. The data to be sent to the Sub-Accounting Agent and/or Fund Administrator will be as agreed by the Subadviser, Fund Administrator, Sub-Accounting Agent and designated persons of the Fund and shall include (without limitation) the following:
General Procedures If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:
3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;
3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
3.1.3 prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;
3.1.4 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;
3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;
3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;
3.1.10 permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and provided further, the Company may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;
3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;
3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;
3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;
3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);
3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and
3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.
Referral Procedures For Local Unions now having a job referral system as contained in their Collective Bargaining Agreement, the Contractor agrees to utilize such system and it shall be used exclusively by such Contractor, except as it may be modified by this Article. Referrals shall not be affected by obligations of Union membership or the lack thereof. Where airport security clearance requirements apply to work to be performed, the Contractor shall inform the Union’s hiring hall dispatcher of those requirements when requesting workers. For those Local Unions having a Book system as part of their Collective Bargaining Agreement, such system will be honored in regards to lay-off of workers from covered projects.
Section 2. In the event that Local Unions are unable to fill any request for employees within the time specified by the local CBAs the Contractor may employ applicants from any other available source. The Contractor shall inform the Union of the name and social security number of any applicants hired from other sources and shall refer the applicant to the Local Union for dispatch to the Covered Project prior to the commencement of work, and make trust fund contributions for every hour worked.
Section 3. There shall be no discrimination against any employee or applicant for employment because of his/her membership or non-membership in the Union or based upon race, creed, color, sex, age or national origin, or any other legally protected class of such employee or applicant.
Section 4. No employee covered by this PLA shall be required to join any Union as a condition of being employed on the Covered Project; provided, however, that an employee who is a member of the referring Union at the time of the referral shall maintain that membership while employed under the PLA. All employees shall, however, be required to comply with the union security provision of the applicable Collective Bargaining Agreement, for the period during which they are performing on-site work, except as modified by this PLA. The Contractor agrees to deduct union dues or representation fees, whichever is applicable, from the pay of any employee who executes a voluntary authorization for such deductions and to remit the dues to the Union or Council. Initiation fees shall be waived for those employees who are not members of any signatory Union when they begin work on this Covered Project. The dues obligations of such employees shall be confined to that portion of union membership dues directly related to representation of workers in collective bargaining, and in enforcement of the Unions’ collective bargaining agreements. Nothing in this Section is intended to eliminate or affect the right of any employee to join the Union or the right of any union to collect full dues from its member.
Section 5. The Parties agree that where a Contractor is not party to a current Collective Bargaining Agreement with the Union having jurisdiction over the affected work, the Contractor may request by name, and the Local will honor, referral of up to a maximum of five (5) persons per each contractor (“core” employees), provided that the Contractor first demonstrate that those persons possess the following qualifications:
(1) Any license required by state or federal law for the Project work to be performed;
(2) Have worked a total of at least one thousand two hundred (1,200) hours in the construction craft during the prior two (2) years;
(3) Were on the Contractor’s active payroll for at least sixty (60) out of the ninety (90) calendar days prior to the contract award;
(4) Have the ability to perform the work safely. The Contractor may elect to hire its first “core” employee to be a xxxxxxx. After the Contractor hires his first core employee, the Union will refer to such Contractor one journeyman employee from the hiring hall out-of-work list for the affected trade or craft, then refer one of such Contractor’s “core” employees as a journeyman, and shall alternate one core employee and one employee from the out-of-work list, until such Contractor’s crew requirements are met or until such Contractor has hired five (5) “core” employees, whichever occurs first. Thereafter, all additional employees in the affected trade or craft shall be hired exclusively from the hiring hall out-of-work list(s). For the duration of the Contractor’s work the ratio of “core” employees to hiring hall referrals shall be maintained and when the Contractor’s workforce is reduced, employees shall be reduced in the same ratio as was applied in the initial hiring. All employees, core and union, shall be dispatched from the appropriate union. Trust benefits shall be paid on all employees, core and union.
Section 6. Upon referral or dispatch from a Union, “turnaround” or refusal of any worker by the Contractors, requires written explanation from the Contractor that shall be communicated through the Prime Contractor to the Port and affected Union within 48 hours.
Section 7. Individual seniority will not be recognized or applied to employees working on the Project. This provision will not interfere with or supersede the use by individual Contractors of “call lists” maintained by such Contractor pursuant to addenda to the local Collective Bargaining Agreement between such Contractor and a Union signatory to this PLA.
Section 8. The selection of craft foremen and/or general foremen and the number of such foremen and/or general foremen required shall be entirely the responsibility of the Contractor. Craft foremen shall be designated working foremen at the request of the Contractor. Craft workers covered by this PLA will, in the normal day- to-day operations, take their direction and supervision from their xxxxxxx.
Transfer Procedures 1. The transfers referred to in Article 4, 5, 6 and 7 shall be effected without undue delay and, at all events, within six months after all fiscal obligations have been met and shall be made in a convertible currency. All the transfers shall be made at the prevailing exchange rate applicable on the date on which the investor applies for the related transfer, with the exception of the provisions under point 3 of Article 5 concerning the exchange rate applicable in case of nationalization or expropriation.
2. The fiscal obligations under the previous paragraph are deemed to be complied with when the investor has fulfilled the proceedings provided for by the law of the Contracting Party on the territory of which the investment has been carried out.
ORDERING PROCEDURES All task orders under OASIS SB must:
1. Be awarded by an OCO with a Delegation of Procurement Authority (DPA) or by a Contractor authorized to use the OASIS SB Contracts as a Government Source of Supply
2. Be within the scope of Section C and all other terms and conditions of the OASIS SBcontract
3. Be solicited and awarded under the proper NAICS Code and corresponding OASIS SB MA-IDIQ Contract Number (See Section H.4.)
4. Identify the proper Product Service Code (See Section H.5.) and,
5. Comply with the OASIS SB Contract, OASIS SB DPA Training, OASIS SB Ordering Guide, the Ordering Procedures in FAR Subpart 16.505, Ordering, and other applicable agency specific regulatorysupplements
Formal Procedures 1. Upon presentation to the academic Xxxx of a petition signed by one–third (1/3) of the full–time members of the department/work area, excluding the department chair, stating specific reasons for recalling the department chair, the academic Xxxx shall promptly give fourteen (14) calendar days' written notice to all department/work area members setting forth the time, date and place of a meeting to consider the recall petition and to vote on either a motion that the department/work area chair continue in office or a motion to recommend to the President of the College that the President declares a vacancy to exist in the department/work area. The department chairperson/work area may be present at this meeting.
2. The academic Xxxx and an impartial person from the faculty at large, who shall be elected by members of the department/work area, shall conduct the recall meeting, and if the academic Xxxx and the members of the department/work area shall have so decided, shall conduct successor meetings for the same purpose. The academic Xxxx and such impartial person from the faculty at large shall record any subsequent vote(s) taken within the department/work area on this matter.
3. A vote by secret ballot of the majority of all full–time department/work area members shall be required to recommend to the President of the College or the President’s designee that the President declares a vacancy to exist in the department chair position. If a majority of the department/work area members so vote, the results of the balloting with reasons shall be forwarded to the President of the College or the President’s designee. The President of the College shall determine the recall or continuance within ten (10) calendar days and so notify the department/work area with reasons. The President's decision shall be final.
BIDDING PROCEDURES 4.1. Bidders have to login at EHSAN AUCTIONEERS SDN. BHD. Website using the same registered email 30 minute before Auction Time.
4.2. Bidders have to click VIEW BID SCREEN BUTTON beside the status to show the bidding screen. Once enter the bidding screen bidders will be on STANDBY MODE 30 minute before the auction started.
4.3. Bidding shall generally commence based on the sequence of the lot being shown on the EHSAN AUCTIONEERS SDN. BHD. website. However, the Auctioneer has the right to vary this sequence without notice.
4.4. It shall be the responsibility of registered E-Bidders to log in through the EHSAN AUCTIONEERS SDN. BHD. website to wait for their turn to bid for the property lot in which they intend to bid.
4.5. The Auctioneer has the right to set a new reserve price in the event there is more than 1 bidder. The reference to a "bidder” here includes E-Bidders as well as on-site bidders.
4.6. Auctioneer will announce the amount of incremental bid and the same will appear on the website prior to the commencement of the auction.
4.7. “Standby mode” is displayed, followed by a message stating “AUCTION STARTED”. Enter your BID by clicking “NEXT BID” button.
4.8. Each bid will be called for 3 times, “FIRST CALLING, “SECOND CALLING”, “FINAL CALL”. Registered E-Bidders may submit their bid at any of these stages of biddings by click the bid amount.
4.9. Any bid by the registered E-bidders shall not be withdrawn once entered.
4.10. In the event of any clarification, disruption or special situation, the Auctioneer may at his discretion decide to pause, postpone and/or call off the public auction. The E-bidders will be notified of this on the BIDDING SCREEN.
4.11. When system displays “NO MORE BIDS”, no further bids will be accepted by the Auctioneer, whether on-site or through the EHSAN AUCTIONEERS SDN. BHD. website.
4.12. The bidder with the highest bid shall be declared as successful bidder upon the fall of hammer.
4.13. The decision of the Auctioneer shall be final and binding on all on-site and/or E-bidders.
4.14. A successful bidder will be directed to a page where further directions are given in order to conclude the sale of the auction property. Please also refer to Part 5 below.
4.15. Unsuccessful E-Bidders will have the deposit paid processed to be refunded to the same bank account from which the deposit transfer was made within three (3) working days.
4.16. The information shown and/or prompted on the screen handled by the EHSAN AUCTIONEERS SDN. BHD. website regarding the public auction, particularly to the calling of bidding price during the bidding process and the declaration of successful bidder shall be final and conclusive.
