On the Effective Date. (a) The Amalgamating Corporations are amalgamated and continue as Amalco under the terms and conditions prescribed in this Agreement;
On the Effective Date. (a) the Founder Scheme Shares will be cancelled in consideration for the Founder Scheme Shares Cancellation Consideration; (b) the RSU Trustee Scheme Shares will be cancelled for nil consideration; and (c) the Scheme Shares held by Offeror Concert Parties and Disinterested Shareholders (other than the Founder Group and the RSU Trustee) will be cancelled in consideration for the Cancellation Price per Scheme Share. The chart below sets out the illustrative shareholding structure of the Company as at the date of this announcement: 100% 100% 93.66% 100% 100% 100% 15.33% 3.77% 42.78% 0.62% Company Chen Family Trust HoldCo 0.21% 3.51% Sandalwood Associates Archview Capital Lim Xxxx Xxx Land Xxxx Family (Global) 0.01% Immobillari Lim Teck Xxx Xxxxxxxxx Ventures Voyager Equity Chen Family Trust 0.45% Disinterested Shareholders Offeror Concert Parties Xx. Xxx JBTC Xx. Xxx 100% 0.92% 100% 100% 32.40% The chart below sets out the illustrative shareholding structure of the Company immediately upon the Scheme becoming effective and completion of the transfer of 100,000,000 fully paid TopCo Shares by Chen Family Trust SPV 2 to CVC HoldCo: JBTC Xx. Xxx CVC Funds 100% Chen Family Trust 100% 100% 93.66% 100% 100% 100% Chen Family (Global) Voyager Equity Primerose Ventures Lim Xxxx Xxx Immobillari CVC HoldCo 100% Chen Family Trust HoldCo 100% 100% 0.02% (8) Lim Xxxx Xxx Land Archview Capital Sandalwood Associates 32.13%
On the Effective Date. Section 1.1 of the Credit Agreement is further amended by deleting the definition of "Revolving Commitment Amount" in its entirety and replacing it as follows:
On the Effective Date. Section 1.1 of the Credit Agreement is further amended by deleting the definition of "Revolving Commitment Amount" in its entirety and replacing it as follows: Revolving Commitment Amount means $23,000,000, as such amount may be reduced from time to time pursuant to Section 6.1 of this Agreement.
On the Effective Date. Section 1.1 of the Credit Agreement is further amended by deleting the definition of "Fixed Charges" from such Section in its entirety and replacing it as follows:
On the Effective Date. On the Effective Date, each Synthetic L/C Lender shall deposit in its Credit Linked Account an amount in dollars equal to such Synthetic L/C Lender’s Synthetic L/C Commitment. All funding obligations of a Synthetic L/C Lender with respect to any Synthetic L/C Loans and all obligations of a Synthetic L/C Lender to repay the Issuing Bank with respect to any Synthetic L/C Disbursement not reimbursed by the Borrower, shall be satisfied upon such Synthetic L/C Lender’s making such deposit in its Credit Linked Account;
On the Effective Date. The Parties agree to sign (i) an affidavit certifying satisfaction of the condition precedent set forth in article 3 above and the occurrence of the Effective Date of this transfer agreement, and (ii) the letter of joint instructions to the Escrow Bank, a template of which is attached in Schedule 11b. • SSF undertakes to sign the letter of waiver or any other document and to take any other reasonably necessary steps to enable Beneficiary to obtain the transfer in its name of the marketing authorizations, pursuant to Public Health Code article R. 5138. • SSF undertakes to ensure that its Affiliate, Sanofi-Aventis, shall sign any necessary documents and take any necessary steps to enable Beneficiary to secure the transfer in its name of Naxy ® and Mononaxy ® trademarks registered with the National Institute of Industrial Property under the name of Sanofi-Synthelabo, with the express stipulation that the Naxy ® and Mononaxy ® trademarks belong to XXXXXX France. • SSF undertakes to give Beneficiary the original copies of the Co-Marketing Agreements and their amendments, as well as copies of any correspondence between ABBOTT and SSF which would provide clarification or additional information on certain contractual provisions of the Co-Marketing Agreements, with the stipulation that such letters are given to Beneficiary by SSF for information only and that they can in no way be construed as constituting the entire correspondence between ABBOTT and SSF with regard to the Pharmaceutical products, and more generally with regard to their cooperation since the signature of the Co-Marketing Agreements. SSF also undertakes to provide Beneficiary with all the elements constituting the Files, all the promotional documents prior to 2002 remaining in the possession of SSF, the transparency files including correspondence with the Transparency Commission, the economic files, all of the correspondence with the French Health Products Safety Agency, in particular with regard to advertising and Pharmacovigilance, any and all on-going tenders and agreements, as well as any other documents useful to Beneficiary in its exercise of the rights and use of the assets transferred by SSF, and in particular all of the items listed in Schedule 4.1.2a. • SSF transfers all of its copyrights with regard to advertising and promotional campaigns developed for Naxy ® and listed in Schedule 4.1.2 such as the “Dragon Naxy” and “Comtwa” logos. To this effect, SSF shall provide Beneficiary with the ...
On the Effective Date. All oil and gas and other minerals produced on and after the Effective Date and attributable to the Interests shall be the property of Purchaser. All capital costs, lease rentals, shut-in royalties, overhead or other sums, including without limitation all royalty and overriding royalty and production, severance, windfall profit and excise taxes attributable to the Interests and all direct, out-of-pocket operating expenses and overhead attributable to the Interests and accruing prior to the Effective Date will be the obligation of Seller. All capital costs, lease rentals, shut-in royalties, overhead or other sums, including without limitation all royalty and overriding royalty and production, severance, windfall profit and excise taxes attributable to the Interests and accruing after the Effective Date will be the obligation of Purchaser. At the Closing, the Purchase Price shall be adjusted to reflect income and expenses attributable to the Interests and allocated to the Purchaser or the Seller in accordance with the provisions of this Section 5, and the Purchase Price will further be adjusted to reflect the mutually approved value of any gas imbalances attributable to the Interests which are in existence as of the Effective Date. Within ninety (90) days after the Closing, Seller and Purchaser shall in good faith agree upon the final post-closing settlement statement to reflect operation of the Interests subsequent to the Effective Date. All adjustments under this Section 5 shall be made in accordance with the applicable agreements and in the absence thereof in accordance with standard accounting practices reasonable and customary within the oil and gas industry.
On the Effective Date. (a) Each share of Thrift Stock outstanding on the Effective Date shall, without any action on the part of the holder thereof or Imperial or Holding, be converted into and exchangeable for one share of Holding Stock;
On the Effective Date i. Gran Tierra shall (and shall cause Gran Tierra Callco ULC and Gran Tierra Exchangeco) execute and deliver a Support Agreement containing substantially the same terms and conditions set forth in Exhibit B, together with such other terms and conditions as may be agreed to by the parties hereto acting reasonably; and