Approval of Buyer’s Shareholders Sample Clauses

Approval of Buyer’s Shareholders. The Buyer having received requisite approval from its shareholders as at the Closing Date, in accordance with prevalent laws and its constitutive documents, of the Transaction and this Agreement and related Ancillary Agreements.
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Related to Approval of Buyer’s Shareholders

  • Overseas Shareholders The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The availability of the Acquisition to Xxxx Xxxxx Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their Xxxx Xxxxx Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the Financial Conduct Authority. Further details in relation to Overseas Shareholders will be contained in the Scheme Document. This Announcement does not constitute a prospectus or prospectus equivalent document.

  • SALE OF BUYER’S PROPERTY Performance under this Agreement: (check one) ☐ - Shall not be contingent upon the Buyer selling another property. ☐ - Shall be contingent upon the Buyer selling another property with a mailing address of , City of , State of , within calendar days from the Effective Date.

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • Seller’s Approval Buyer must obtain Seller’s approval, in writing, to any change to the letter described in Section IV(c) regarding the financial institution, type of financing, or allocation of closing costs; and

  • Shareholder Rights With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • Mini-Bid Transactional Order of Precedence Conflicts of terms and conditions shall be resolved in the order of precedence set forth in section 2.2 Conflict of Terms. Contract Survival The starting date for each Authorized User Agreement will vary but shall not exceed three (3) years in duration. Authorized User Agreements fully executed prior to the expiration of the OGS Centralized Contract shall survive the expiration date of the OGS Centralized Contract, if applicable, based on the term of the Authorized User Agreement.

  • Access to Closed Meeting Minutes Duplicate this section for each grant of access to closed meeting minutes. Date: Time: Storage Location: Name of person(s) responsible for storing the closed meeting minutes: Access granted Date access occurred: Start time: Requesting Board member's name (Please print) In the presence of: (Check appropriate box and insert name on line.) Records secretary Administrative official of the public body Any elected official of the public body For requesting Board member: (Read the following and sign below.) While the Open Meetings Act does not provide a cause of action against me or the Board for disclosing closed session discussions (Xxxxxxx v. Board of Police Commissioners, 555 N.E. 2d 35 (1990)), I acknowledge and understand that any disclosures by me of information in the closed session minutes not yet released to the public could subject me to a possible civil action alleging that I created harm to another, i.e., an intentional tort(s). Requesting Board Member Signature Date Verbatim Recording Access Duplicate this section for each grant of access to verbatim recordings. Date: Time: Storage Location: Name of person(s) responsible for storing the verbatim recording: Access granted Date access occurred: Start time: End time: Requesting Board member's name (Please print) In the presence of: (Check appropriate box and insert name on line.) Records secretary Administrative official of the public body Any elected official of the public body Access denied Access unavailable. Xxxxxxxx recording requested is older than 18 months and was destroyed pursuant to 5 ILCS 120/2.06(c). For requesting Board member: (Read the following and sign below.) While the Open Meetings Act does not provide a cause of action against me or the Board for disclosing closed session discussions (Xxxxxxx v. Board of Police Commissioners, 555 N.E. 2d 35 (1990)), I acknowledge and understand that any disclosures by me of information in the verbatim recordings could subject me to a possible civil action alleging that I created harm to another, i.e., an intentional tort(s). Requesting Board Member Signature Date DATED:January 18, 2017 Midstate Special Education Coop 2:220-E8 Exhibit - Governing Board Records Maintenance Requirements and FAQs Open Meetings Act The Open Meetings Act (OMA) requires public bodies to "keep written minutes of all their meetings, whether open or closed, and a verbatim record of all their closed meetings in the form of an audio or video recording." 5 ILCS 120/2.06(a). Minutes must include, but are not limited to: (1) the date, time, and place of the meeting; (2) the members of the public body recorded as either present or absent and whether the members were physically present or present by means of video or audio conference; and (3) a summary of discussion on all matters proposed, deliberated, or decided, and record of any votes taken. Id. The remainder of Section 2.06 addresses the approval of open meeting minutes, the treatment of verbatim recordings of closed meetings, the semi-annual review of closed meeting minutes, the confidential nature of closed meeting minutes, and the right of persons to address public officials under rules established and recorded by the public body. The requirements of Section 2.06, as well as OMA requirements pertaining to Board agendas, are included in policy 2:220, School Board Meeting Procedure. Exhibit 2:220-E3, Closed Meeting Minutes, provides a sample template for keeping closed meeting minutes that incorporates the requirements of Section 2.06 of OMA. It also includes an area to designate if the Board has determined, pursuant to Section 2.06(d), that the closed meeting minutes no longer need confidential treatment. Exhibit 2:220-E4, Open Meeting Minutes, contains an open meeting minute's protocol that incorporates the requirements of Section 2.06 of OMA. It also provides a sample template for keeping open meeting minutes. Exhibit 2:220-E5, Semi-Annual Reviewof Closed Meeting Minutes, contains a process for implementing the semi-annual review of closed meeting minutes, and exhibit 2:220-E6, Log of Closed Meeting Minutes, is designed to facilitate this semi-annual review. Local Records Act The Local Records Act (LRA) provides that public records, including "any book, paper, map, photograph, digitized electronic material, or other official documentary material, regardless of physical form or characteristics, made, produced, executed or received by any agency or officer pursuant to law or in connections with the transaction of public business and preserved or appropriate for preservation by such agency or officer" must be preserved unless the State Local Records Commission has given permission to destroy those records. 50 ILCS 205/3 and 7. Board records, including agendas, meeting packets and meeting minutes, fall into this definition. Public bodies located in Cook County must work with the Local Records Commission of Cook County to determine how long they must retain public records. Public bodies located outside of Cook County must work with the Downstate Local Records Commission to determine how long they must retain public records. Policy 2:250, Access to Cooperative Public Records, contains a subhead entitled Preserving Public Records which provides as follows: Public records, including email messages, shall be preserved and cataloged if: (1) they are evidence of the Joint Agreement's organization, function, policies, procedures, or activities, (2) they contain informational data appropriate for preservation, (3) their retention is required by State or federal law, or (4) they are subject to a retention request by the Board Attorney (e.g., a litigation hold), Joint Agreement auditor, or other individual authorized by the School Board or State or federal law to make such a request. Unless its retention is required as described in items numbered 3 or 4 above, a public record, as defined by the Illinois Local Records Act, may be destroyed when authorized by the Local Records Commission. See the sample policy, 2:200, School Board Meeting Procedure, for all relevant footnotes. Also see administrative procedure 2:250-AP2, Protocols for Record Preservation and Development of Retention Schedules, for recommendations regarding school Joint Agreement records retention protocols and links to web-based record management resources. Open Meeting Minutes

  • The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Escrow Closing Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an escrow agent and that the listing broker is authorized to transfer the xxxxxxx money or any other funds received to the escrow agent. After the transfer, Broker shall have no further responsibility or liability to Buyer or Seller to account for the funds. Escrow agent’s charges shall be equally divided between Buyer and Seller.

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