Whitewash Procedure definition

Whitewash Procedure the procedure whereby a Subsidiary organized under the laws of the United Kingdom is permitted to provide financial assistance in accordance with Sections 151-158 of the Companies Xxx 0000 of England and Wales, as amended, in respect of any Loans, the proceeds of which are used to purchase the Capital Stock of a Person organized under the laws of the United Kingdom.
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Whitewash Procedure means the “whitewash procedure” under Article 2358 of the Italian Civil Code.
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Whitewash Procedure means the procedure to be undertaken pursuant to the Companies Act in order to make use of the private company exemption to prohibitions against financial assistance thereunder.
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Examples of Whitewash Procedure in a sentence

  • The Note Guarantee of the Guaranteeing Subsidiary, as consequence of applicable Italian corporate law limitations and in accordance with the Whitewash Procedure, will not exceed at any time, the amount described below.

  • In the context of the Whitewash Procedure, pursuant to Article 2358, paragraph 6, of the Italian Civil Code, the ability of holders of the Notes to recover on the Credit Support will be limited to an amount not greater than the distributable profits and the available reserves set out in the most recent “duly approved financial statements” of the Guaranteeing Subsidiary.

  • Notwithstanding the foregoing, the Whitewash Procedure shall not be deemed incomplete for purposes of this Section 7.2(s) solely because objections were raised by the Accounting and Corporate Regulatory Authority of Singapore or Persons other than the Sellers, the Vested Optionholders and the Company or any Affiliates of the Sellers, the Vested Optionholders and the Company.

  • Guidance Notes on Paragraph 9.1 Whitewash Procedure When the issue of new securities as consideration for an acquisition or a cash subscription would otherwise result in an obligation to make a general offer under this Paragraph, the Panel will normally waive the obligation if there is an independent vote at a shareholders’ meeting.

  • Accordingly, the Company has approached the Panel and successfully obtained its permission, having complied with the Accelerated Whitewash Procedure, to waive the requirement for a Whitewash Resolution to be considered at a general meeting (and for a circular to be prepared in accordance with Section 4 of Appendix 1 to the City Code).

  • No later than forty-eight (48) hours after completion of operations, Operator shall give writ- ten notification of such completion to the Engi- neering Services department.

  • The Notes Guarantees of the Guaranteeing Subsidiary, as consequence of applicable Italian corporate law limitations and in accordance with the Whitewash Procedure, will not exceed at any time, the amount described below.

  • In the context of the Whitewash Procedure, pursuant to Article 2358, paragraph 6, of the Italian Civil Code, the ability of holders of the Notes to recover on the Credit Support will be limited to an amount not greater than the distributable profits and the available reserves set out in the most recent “duly approved financial statements” of the Guarantor.

  • Companies Act applies shall at all times comply with the provisions thereof (including, where appropriate, by following the Whitewash Procedure) and nothing contained in this Agreement shall require any Subsidiaries to violate the provisions thereof.

  • Companies Act applies shall at all times comply with the provisions thereof (including, where appropriate, by following the Whitewash Procedure).


More Definitions of Whitewash Procedure

Whitewash Procedure means any action or procedure required to be carried out by any member of the Sterling Borrower Group under the Companies Act 1985 (including, without limitation, the de-listing and conversxxx xx xhe Sterling Borrower to a private limited company or any other procedure necessitated by Sections 155 to 158 of the Companies Act 1985) to enable the Holdings Borrower to comply with its obligations under Section 8.09.
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Whitewash Procedure has the meaning set forth in Section 1.2(b)(i).
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Whitewash Procedure means the compliance procedure set out in section 260A of the Corporations Act to be undertaken by the Seller Group Entities in connection with the transactions contemplated by this Agreement and the Acquisition Transaction.
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Whitewash Procedure means the procedure required to be undertaken pursuant to the Companies Act in order to make use of the private company exemption to prohibitions against financial assistance thereunder.
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Whitewash Procedure means the “whitewash procedure” under Article 2358 of the Italian Civil Code as described in the Structure Memorandum.
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Related to Whitewash Procedure

  • Staff Vetting Procedure means the Authority’s procedures for the vetting of personnel and as advised to the Contractor by the Authority.

  • Complaints Procedure means the School's procedure for handling complaints from parents, as amended from time to time for legal or other substantive reasons, or in order to assist the proper administration of the School. It does not form part of the contract between you and the School. A copy of the most up-to-date procedure is on the School's website and is otherwise available from the School at any time upon request;

  • WREGIS Operating Rules means those operating rules and requirements adopted by WREGIS as of December 2010, as subsequently amended, supplemented or replaced (in whole or in part) from time to time.

  • Appraisal Procedure means a procedure whereby two independent appraisers, one chosen by the Company and one by the Original Warrantholder, shall mutually agree upon the determinations then the subject of appraisal. Each party shall deliver a notice to the other appointing its appraiser within 15 days after the Appraisal Procedure is invoked. If within 30 days after appointment of the two appraisers they are unable to agree upon the amount in question, a third independent appraiser shall be chosen within 10 days thereafter by the mutual consent of such first two appraisers. The decision of the third appraiser so appointed and chosen shall be given within 30 days after the selection of such third appraiser. If three appraisers shall be appointed and the determination of one appraiser is disparate from the middle determination by more than twice the amount by which the other determination is disparate from the middle determination, then the determination of such appraiser shall be excluded, the remaining two determinations shall be averaged and such average shall be binding and conclusive upon the Company and the Original Warrantholder; otherwise, the average of all three determinations shall be binding upon the Company and the Original Warrantholder. The costs of conducting any Appraisal Procedure shall be borne by the Company.

  • Surgical procedure means a procedure that is performed

  • Standard operating procedure means a formal written procedure offi- cially adopted by the plant owner or operator and available on a routine basis to those persons responsible for carrying out the procedure.

  • Final Approval means the Court’s order granting final approval of the Settlement.

  • Operating Rules means the operating rules of a CS Facility regulating the settlement, clearing and registration of uncertificated shares as amended, varied or waived (whether in respect of the Company or generally) from time to time which shall only apply to the Company during the Listed Period;

  • Relevant Rules means, at any time, the laws, regulations, requirements, guidelines and policies relating to capital adequacy (including, without limitation, as to leverage) then in effect in the United Kingdom including, without limitation to the generality of the foregoing, as may be required by CRD IV or BRRD or any applicable successor legislation or any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and applicable to the Issuer from time to time and any regulations, requirements, guidelines and policies relating to capital adequacy adopted by the Relevant Regulator from time to time (whether or not such requirements, guidelines or policies are applied generally or specifically to the Issuer or to the Issuer and any of its holding or subsidiary companies or any subsidiary of any such holding company).

  • Final Approval Order means the proposed Order Granting Final Approval to the Settlement, to be entered by the Court with terms to be agreed upon by the Parties and consistent with this Agreement.

  • Day Case Procedure means a Medically Necessary surgical procedure for investigation or treatment to the Insured Person performed in a medical clinic, or day case procedure centre or Hospital with facilities for recovery as a Day Patient.

  • railway operational procedures means procedures specified under any access agreement (as defined in the Railways Act 1993) or station lease;

  • Written Procedure means the written or electronic procedure for decision making among the Bondholders in accordance with Clause 18 (Written Procedure).

  • Remediation Plan means a report identifying:

  • Expedited Dispute Timetable means the accelerated timetable for the resolution of disputes as set out in paragraph 2.6;

  • Labor law decision means an administrative merits determination, arbitral award or decision, or civil judgment, which resulted from a violation of one or more of the laws listed in the definition of “labor laws”.

  • Security procedure means a procedure employed for the purpose of verifying that an electronic signature, record, or performance is that of a specific person or for detecting changes or errors in the information in an electronic record. The term includes a procedure that requires the use of algorithms or other codes, identifying words or numbers, encryption, or callback or other acknowledgment procedures.

  • SIFT Rules means the provisions of the Income Tax Act providing for a tax on certain income earned by a “SIFT trust” or “SIFT partnership” as those terms are defined in the Income Tax Act.

  • Grievance Procedure is used in this Agreement, it shall be considered as including the arbitration procedure.

  • Dispute Resolution Procedure means the procedure for resolving disputes as set out in Clause 17 (Dispute Resolution);

  • ASX Settlement Operating Rules means the rules of ASX Settlement Pty Ltd which apply while the Company is an issuer of CHESS approved securities;

  • ASTC Settlement Rules means the operating rules of ASTC and, to the extent that they are applicable, the operating rules of ASX and the operating rules of the Australian Clearing House Pty Limited;

  • Final Approval Order and Judgment means an order and judgment that the Court enters after the Final Approval Hearing, which finally approves the Settlement Agreement, certifies the Settlement Class, dismisses the Action with prejudice, and otherwise satisfies the settlement-related provisions of Federal Rule of Civil Procedure 23, and is consistent with all material provisions of this Agreement, substantially in the form annexed hereto as Exhibit 5.

  • Bid Submission Requirement means a task a Prospective Contractor must complete when submitting a bid response. These requirements will be distinguished by using the term “shall” or “must” in the requirement.

  • Mediation Request shall have the meaning set forth in Section 7.2.

  • BBA Partnership Audit Rules means Sections 6221 through 6241 of the Code, and any regulations promulgated or proposed under any such Sections and any administrative guidance with respect thereto.