Offer Management Agreement Sample Clauses

Offer Management Agreement. Terms defined in the Product Disclosure Statement dated 7 September 2015 issued by CBL Corporation Limited (CBL) and CBLNZ Limited (CBLNZ) (the PDS) have the same meaning in this summary. CBL, CBLNZ, UBS New Zealand Limited (UBS) and Forsyth Xxxx Group Limited (FB) (UBS and FB together the Joint Lead Managers) have entered into an Offer Management Agreement which sets out the obligations of the Joint Lead Managers in relation to the operation of the bookbuild process and also in relation to the provision of settlement support in certain circumstances as described below. Under the Offer Management Agreement: • the Joint Lead Managers commit to conduct the bookbuild in the manner described in the PDS; and • if an Applicant in the Institutional Offer, or a broker (on behalf of Applicants in the Broker Firm Offer), is allocated Offer Shares and fails to settle on those Offer Shares, subject to certain exceptions, the Joint Lead Managers are required, in return for receipt of the shortfall Offer Shares, to pay for those shares in cleared funds on the Settlement Date. The Offer is not underwritten other than in respect of this settlement support. Settlement support is not provided in respect of the Priority Offer. The Joint Lead Managers’ obligations under the Offer Management Agreement are subject to certain conditions given for their benefit. If the conditions of the Offer Management Agreement are not satisfied (or waived), the Joint Lead Managers will not be required to perform their obligations under the Offer Management Agreement, including their settlement support obligations described above. That may not necessarily mean that CBL would withdraw the Offer or that the Offer would not proceed. Either Joint Lead Manager may terminate its obligations under the Offer Management Agreement including its settlement support obligations in certain circumstances, including where on or before Settlement (which is expected to take place on 12 October 2015): • the Offer is withdrawn by CBL; or • any material adverse change occurs which is likely to materially adversely affect CBL, any member of the Group or the Group considered as one enterprise; or • CBL and/or CBLNZ is prevented from allotting Shares pursuant to the Offer by any applicable laws or as a result of an order or judgement of a court or regulatory authority; or • either of the NZX50 or S&P/ASX 200 indexes declines by a specified percentage over a prescribed time period; or • a statement in the PDS, the info...
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Related to Offer Management Agreement

  • AGREEMENT MANAGEMENT A. Contractor may change Project Manager but the Energy Commission reserves the right to approve any substitution of the Project Manager.

  • FRAMEWORK AGREEMENT MANAGEMENT The Parties shall manage this Framework Agreement in accordance with Schedule 14 (Framework Management).

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

  • Client Agreement 2.1. The Company may unilaterally change any terms of this Client Agreement for any of the following reasons:

  • Management Agreement The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Development Agreement As soon as reasonably practicable following the ISO’s selection of a transmission Generator Deactivation Solution, the ISO shall tender to the Developer that proposed the selected transmission Generator Deactivation Solution a draft Development Agreement, with draft appendices completed by the ISO to the extent practicable, for review and completion by the Developer. The draft Development Agreement shall be in the form of the ISO’s Commission-approved Development Agreement for its reliability planning process, which is in Appendix C in Section 31.7 of Attachment Y of the ISO OATT, as amended by the ISO to reflect the Generator Deactivation Process. The ISO and the Developer shall finalize the Development Agreement and appendices as soon as reasonably practicable after the ISO’s tendering of the draft Development Agreement. For purposes of finalizing the Development Agreement, the ISO and Developer shall develop the description and dates for the milestones necessary to develop and construct the selected project by the required in-service date identified in the Generator Deactivation Assessment, including the milestones for obtaining all necessary authorizations. Any milestone that requires action by a Connecting Transmission Owner or Affected System Operator identified pursuant to Attachment P of the ISO OATT to complete must be included as an Advisory Milestone, as that term is defined in the Development Agreement. If the ISO or the Developer determines that negotiations are at an impasse, the ISO may file the Development Agreement in unexecuted form with the Commission on its own, or following the Developer’s request in writing that the agreement be filed unexecuted. If the Development Agreement is executed by both parties, the ISO shall file the agreement with the Commission for its acceptance within ten (10) Business Days after the execution of the Development Agreement by both parties. If the Developer requests that the Development Agreement be filed unexecuted, the ISO shall file the agreement at the Commission within ten (10) Business Days of receipt of the request from the Developer. The ISO will draft, to the extent practicable, the portions of the Development Agreement and appendices that are in dispute and will provide an explanation to the Commission of any matters as to which the parties disagree. The Developer will provide in a separate filing any comments that it has on the unexecuted agreement, including any alternative positions it may have with respect to the disputed provisions. Upon the ISO’s and the Developer’s execution of the Development Agreement or the ISO’s filing of an unexecuted Development Agreement with the Commission, the ISO and the Developer shall perform their respective obligations in accordance with the terms of the Development Agreement that are not in dispute, subject to modification by the Commission. The Connecting Transmission Owner(s) and Affected System Operator(s) that are identified in Attachment P of the ISO OATT in connection with the selected transmission Generator Deactivation Solution shall act in good faith in timely performing their obligations that are required for the Developer to satisfy its obligations under the Development Agreement.

  • Agreement; Amendment If either party hereto requests to amend this agreement, it shall notify the other party in writing, and the other party shall respond within one week. All amendments of this agreement must be made in writing by both parties, and such amendments shall be deemed as inseverable parts of this agreement.

  • Student Agreement The acceptable and unacceptable uses of the Charter School network and the Internet are described in this “Student Acceptable Use Agreement." By signing this agreement, I acknowledge that I have read, understand and agree to abide by the provisions of the attached Student Acceptable Use Policy. I understand that any violations of the above could result in the immediate loss of electronic computing and may result in further disciplinary and/or legal action, including but not limited to suspension, or referral to legal authorities. I also agree to report any misuse of the Charter School network to school site teacher or administrator. Misuse can come in many forms but can be viewed as any messages sent or received that indicate or suggest pornography, unethical or illegal solicitation, racism, sexism, inappropriate language, and other issues described under the unacceptable uses in this Acceptable Use Policy. I realize that all the rules of conduct described in this Charter School Acceptable Use Policy, procedures, and handbooks apply when I am using the Charter School network. Student Name: Student Signature: Date: PARENT OR GUARDIAN AGREEMENT: (Students under the age of 18 must have a parent or guardian who has read and signed this Acceptable Use Contract.) As a parent or guardian of this student, I have read this Acceptable Use Policy and understand that the use of the Charter School network is designated for educational purposes only. I understand that it is impossible for the Charter School to restrict access to all controversial materials, and I will not hold the Charter School, responsible for materials acquired on the Charter School network or Internet. I also agree to report any misuse of these electronic resources to the school administrator. I accept full responsibility for my child should they use remote connections when available to the Charter School network in a non- school setting. I hereby give my permission to issue an account for my child to use the Charter School network and Internet. I release the Charter School, its affiliates and its employees from any claims or damages of any nature arising from my child or dependent’s access and use of the Charter School network. I also agree not to hold the Charter School responsible for materials improperly acquired on the system, or for violations of copyright restrictions, user’s mistakes or negligence, or any costs incurred by users. This agreement shall be governed by and construed under the laws of the United States and the State of California. Student Name: Parent/Legal Guardian Name: Parent/Legal Guardian Signature: Date:

  • AGREEMENT AMENDMENTS This Agreement may be amended at any time by written instrument duly approved by the President or President's designee and accepted by Faculty Member; provided, however, no such written instrument shall be required for any increase in Faculty Member's salary or any improvement to the fringe benefits of Faculty Member's employment, or for promotion in rank, any of which may be accomplished at any time by official action of the Board of Regents of the University of Nebraska (Board) without the necessity for written modification or amendment of this Agreement. This Agreement and Appendix “A” attached hereto constitute the entire agreement between the parties. This Agreement supersedes all previous agreements between or among the parties. There are no agreements, representations or warranties between or among the parties other than those set forth in this Agreement or the documents and agreements referred to in this Agreement.

  • Parent Agreement Sublessor and Sublessee acknowledge that this agreement is contingent upon Sublessor’s lease agreement with Lessor (Hereinafter referred to as “Parent Agreement”) beginning and Date ending on signed on . Date Date

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