WHAT ARE THE MOST SIGNIFICANT CONDITIONS Sample Clauses

WHAT ARE THE MOST SIGNIFICANT CONDITIONS. TO THE OFFER? The Offer is conditioned upon, among other things,: - shareholders validly tendering and not withdrawing prior to the expiration of the Offer at least 90% (or such lower percentage as we may decide but in any case not lower than a majority) of the Shares outstanding on the date we first purchase Shares pursuant to the Offer as more fully described in Section 15, which condition we refer to as the Minimum Tender Condition; - the absence of breaches of the representations, warranties or covenants of Smallworld contained in the acquisition agreement having in the aggregate a material adverse effect on Smallworld; - the absence of changes or developments having a material adverse effect on Smallworld; and - the receipt of required approvals under U.S., German and Finnish competition laws. See Section 11. We are also not obligated to purchase any Shares you validly tender if any of the other conditions set forth in Section 15 is not satisfied or waived. HOW DO I GET PAID FOR MY TENDERED SHARES? We will pay for the Shares accepted for payment by depositing the purchase price with The Bank of New York, which will serve as the U.S. Depositary, and Northern Registrars Limited, which will serve as the U.K. Receiving Agent. Either the U.S. Depositary or the U.K. Receiving Agent will send you a check for all Shares accepted for payment. See Section 2. HOW DO I TENDER MY SHARES? The procedures for tendering ordinary shares and ADSs differ. To tender your ordinary shares prior to 10:00 a.m., New York City time, or 3:00 p.m., London time, on Friday, September 22, 2000, or such later time and/or date to which the Offer is extended, you must: - complete the Form of Acceptance in accordance with the instructions printed on it; - sign the Form of Acceptance and, if you are an individual, have your signature witnessed; and - return the Form of Acceptance, your share certificates and any other documents evidencing title to your ordinary shares by post or by hand to the U.K. Receiving Agent or the U.S. Depositary at one of the addresses appearing on the back cover page of this Offer to Purchase. To tender your ADSs prior to 10:00 a.m., New York City time, or 3:00 p.m., London time, on Friday, September 22, 2000, or such later time and/or date to which the Offer is extended: - you must deliver your ADRs evidencing your ADSs and a completed and executed Letter of Transmittal to the U.S. Depositary at one of the addresses appearing on the back cover page of this Offe...
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Related to WHAT ARE THE MOST SIGNIFICANT CONDITIONS

  • Existing Conditions Tenant accepts the Property in its condition as of the execution of the Lease, subject to all recorded matters, laws, ordinances, and governmental regulations and orders. Except as provided herein, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation as to the condition of the Property or the suitability of the Property for Tenant's intended use. Tenant represents and warrants that Tenant has made its own inspection of and inquiry regarding the condition of the Property and is not relying on any representations of Landlord or any Broker with respect thereto. If Landlord or Landlord's Broker has provided a Property Information Sheet or other Disclosure Statement regarding the Property, a copy is attached as an exhibit to the Lease.

  • Market Conditions Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

  • Employment Conditions By accepting the Award, the Participant acknowledges and agrees that:

  • Working Conditions The Company will provide the Executive with a private office and secretarial services.

  • Payment Conditions All payments due hereunder are payable in United States dollars. No transfer, exchange, collection or other charges, including any wire transfer fees, shall be deducted from such payments. For sales of Licensed Products in currencies other than the United States, LICENSEE shall use exchange rates published in The Wall Street Journal on the last business day of the calendar quarter for which such payment is due.

  • Existing Condition Seller shall not cause nor permit to occur any of the events or occurrences described in Section 3.1.11 hereof.

  • Absence of Defaults and Conflicts Resulting from Transaction The execution, delivery and performance of this Agreement and the issuance and sale of the Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws of the Company or any of its subsidiaries, (ii) any law, statute or ordinance, or any rule, regulation, injunction or order of any governmental agency, including without limitation, the United States Food and Drug Administration (the “FDA”), or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except, in the case of clauses (ii) or (iii) only, as would not, individually or in the aggregate, result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • Insignificant Changes No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price. Any adjustments which by reason of this Section 11.5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one-hundred thousandth of a Preferred Share or the nearest one-hundredth of a Common Share or other share or security, as the case may be.

  • Notice of Events of Default and Servicer Replacement Event The Owner Trustee shall promptly upon receipt of a list of Certificateholders from the Certificate Registrar give notice to each Certificateholder of any (a) Default or Event of Default of which a Responsible Officer of the Owner Trustee has been provided written notice pursuant to Section 6.5 of the Indenture and (b) Servicer Replacement Event of which a Responsible Officer of the Owner Trustee has been provided written notice pursuant to Section 7.1 of the Sale and Servicing Agreement. The Owner Trustee shall have no duty to investigate, verify or take any action to determine whether any Default, Event of Default or Servicer Replacement Event has in fact occurred and shall have no duty to make any determination as to the materiality of any fact, matter or event, or to make any demand or claim for repurchase of Receivables. The Owner Trustee shall have no duty to enforce remedies for breaches of representations and warranties under any Transaction Document.

  • This Article Not to Prevent Events of Default The failure to make a payment on account of principal of or interest on the Securities by reason of any provision of this Article Eight shall not be construed as preventing the occurrence of an Event of Default specified in clauses (a), (b) or (c) of Section 6.01.

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