Business Tax Certificate Unless the City Treasurer determines in writing that a contractor is exempt from the payment of business tax, any contractor doing business with the City of San Diego is required to obtain a Business Tax Certificate (BTC) and to provide a copy of its BTC to the City before a Contract is executed.
Per-‐Registrar Transactions Report This report shall be compiled in a comma separated-‐value formatted file as specified in RFC 4180. The file shall be named “gTLD-‐transactions-‐yyyymm.csv”, where “gTLD” is the gTLD name; in case of an IDN-‐TLD, the A-‐label shall be used; “yyyymm” is the year and month being reported. The file shall contain the following fields per registrar: Field # Field name Description 01 registrar-‐name Registrar’s full corporate name as registered with IANA 02 iana-‐id For cases where the registry operator acts as registrar (i.e., without the use of an ICANN accredited registrar) 9999 should be used, otherwise the sponsoring Registrar IANA id should be used as specified in xxxx://xxx.xxxx.xxx/assignments/registrar-‐ids 03 total-‐domains total domain names under sponsorship in any EPP status but pendingCreate that have not been purged 04 total-‐nameservers total name servers (either host objects or name server hosts as domain name attributes) associated with domain names registered for the TLD in any EPP status but pendingCreate that have not been purged 05 net-‐adds-‐1-‐yr number of domains successfully registered (i.e., not in EPP pendingCreate status) with an initial term of one (1) year (and not deleted within the add grace period). A transaction must be reported in the month the add grace period ends.
Foreign Asset/Account, Exchange Control and Tax Reporting The Participant may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the acquisition, holding and/or transfer of shares of Common Stock or cash (including dividends and the proceeds arising from the sale of shares of Common Stock) derived from his or her participation in the Plan, to and/or from a brokerage/bank account or legal entity located outside the Participant’s country. The applicable laws of the Participant’s country may require that he or she report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. The Participant acknowledges that he or she is responsible for ensuring compliance with any applicable foreign asset/account, exchange control and tax reporting requirements and should consult his or her personal legal advisor on this matter.
Offering Circular The Xxxxxxx Mac Global Debt Facility Offering Circular dated February 11, 2021 (including any related Offering Circular Supplement) and successors thereto.
COMPTROLLER’S REPORT ON CHAPTER 313 AGREEMENTS During the term of this Agreement, both Parties shall provide the Comptroller with all information reasonably necessary for the Comptroller to assess performance under this Agreement for the purpose of issuing the Comptroller’s report, as required by Section 313.032 of the TEXAS TAX CODE.
Withdrawal of Stop Orders; Subsequent Shelf Registrations If the Initial Shelf Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), the Issuer shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall file an additional Shelf Registration Statement pursuant to Rule 415 covering all of the Registrable Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration (each, a “Subsequent Shelf Registration”). If a Subsequent Shelf Registration is filed, the Issuer shall use its reasonable best efforts to cause the Subsequent Shelf Registration to be declared effective under the Securities Act as soon as practicable after such filing and to keep such subsequent Shelf Registration continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Initial Shelf Registration or any Subsequent Shelf Registration was previously continuously effective. As used herein the term “Shelf Registration” means the Initial Shelf Registration and any Subsequent Shelf Registration.
Copies of Registration Statement The Company will furnish the Dealer Manager with one signed copy of the Registration Statement, including its exhibits, and such additional copies of the Registration Statement, without exhibits, and the Prospectus and all amendments and supplements thereto, which are finally approved by the Commission, as the Dealer Manager may reasonably request for sale of the Shares.
Notice of Commission Stop Orders The Company will advise the Agent, promptly after it receives notice or obtains knowledge thereof, of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. The Company will advise the Agent promptly after it receives any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer Free Writing Prospectus or for additional information related to the offering of the Placement Shares or for additional information related to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.
Registration Statement; Joint Proxy Statement/Prospectus (a) Each Party agrees to, and agrees to cause Newco to, cooperate with the other Party and Newco, and their Representatives, in the preparation and filing of the Registration Statement and the Joint Proxy Statement/Prospectus. Neither the Joint Proxy Statement/Prospectus nor the Registration Statement shall be filed, and, prior to the termination of this Agreement, no amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement shall be filed, by Newco, BNY or Mellon without the approval of the other Party (which approval shall not be unreasonably withheld or delayed) and its counsel. The Parties shall each cause Newco to use all reasonable efforts to cause the Registration Statement to be declared effective under the 1933 Act as promptly as practicable after filing thereof and to keep the Registration Statement effective as long as necessary to consummate the Merger and the transactions contemplated thereby. The Parties agree to, and to cause Newco to, use all reasonable efforts to obtain all Permits required by the Securities Laws to carry out the transactions contemplated by this Agreement, and each Party agrees to, and agrees to cause Newco to, furnish all information concerning them and the holders of their capital stock as may be reasonably requested in connection with any such action. Newco will advise the Parties, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Newco Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement.
(b) Each Party agrees, as to itself, its Subsidiaries and Newco, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment and supplement thereto, if any, become effective under the 1933 Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Joint Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the times of the meetings of BNY shareholders and Mellon shareholders, will contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading, or necessary to correct any statement in the Joint Proxy Statement/Prospectus or any amendment or supplement thereto. Each Party further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the Joint Proxy Statement/Prospectus or the Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other Party thereof and to take the necessary steps to correct the Joint Proxy Statement/Prospectus or the Registration Statement.
Circular (a) The Corporation will prepare and file, in consultation with the Purchaser and its advisors, the Circular and Schedule 13E-3 in all jurisdictions where the same is required and mail the Circular to the Corporation Securityholders as required under applicable Laws and the Interim Order.
(b) The Corporation shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 will not contain any Misrepresentation (other than in each case with respect to any information relating to the Purchaser Parties), and shall provide Corporation Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Meeting.
(c) The Circular will include the unanimous recommendation of the Unconflicted Board of Directors that Corporation Shareholders vote in favour of the Arrangement Resolution.
(d) The Purchaser will furnish to the Corporation all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d).
(e) The Purchaser and its advisors shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filed, and reasonable consideration shall be given to any comments made by the Purchaser and its advisors, provided that all information relating solely to the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation Securityholders.