Pursuant to the provisions. OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC OR OAVM, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF AGM ARE NOT ANNEXED TO THIS NOTICE.
Pursuant to the provisions of Clause 13.1.1, the Supplier shall plan the production and Despatch of electricity and convey its availability for scheduling thereof by the SLDC or RLDC, as the case may be, and shall supply electricity in accordance with the provisions of the Grid Code and the Act.
Pursuant to the provisions of Section 4 of the Employment Agreement, the Company and Executive hereby mutually agree to extend the term of the Employment Agreement to December 31, 2005, such extended term to constitute an “Extended Term” as defined in the Employment Agreement, as amended hereby.
Pursuant to the provisions of the Escrow Agreement entered into between the Parties and the Escrow Agent, the Company has received the title deeds listed in the Escrow Agreement in relation to the Mortgaged Property 1, Mortgaged Property 2 and the Additional Mortgaged Property. From the date on which the Company has received the aforesaid documents, the Company has not created any Encumbrance thereon or on the Property and shall not create any Encumbrance on the Property, Mortgaged Property 1, Mortgaged Property 2 and Additional Mortgaged Property till the Closing Date or the Long Stop Date, as applicable.
3.14 Clause 10.1 of the Securities Purchase Agreement shall be substituted and amended as under:
10.1 All notices, consents or other formal communications required of the Parties hereto by this Agreement shall be in writing. All such communications shall be delivered by hand or registered post or electronic transmission, addressed to the other party at the following address or at such other address as has been notified by a Party. Such communications shall be deemed to have been delivered at the time of delivery (if delivered by hand), at the time of transmission (if served by facsimile) or on the seventh business day after the date of posting (if served by prepaid post).
a) In the case of notices to the Company:
Pursuant to the provisions of Section 6.8 of this Agreement, execution of this Agreement by Seller shall constitute the written consent of Seller to the Amended and Restated Midland Agreement.
3.1. Each of Purchaser and Seller hereby represents and warrants to the other that: (a) it has all requisite power, authority and legal capacity to execute and deliver this Amendment No. 1; (b) the execution and delivery of this Amendment No. 1 has been duly and validly authorized by its Board of Directors, and no other corporate proceedings on its part will be necessary to authorize this Amendment No. 1; and
Pursuant to the provisions of Section 4.1 above, the Term of this Agreement shall terminate on the earlier to occur of any of the following events:
(a) The death of Radiologist;
(b) The Permanent Disability (hereinafter defined) of Radiologist as provided in Article 9 hereof; or
(c) The failure and/or refusal of Radiologist to perform his Services or comply with his obligations under this Agreement and/or any breach of any of his representations, warranties or covenants under this Agreement, provided that, with respect to any such failure, refusal or breach which is curable, Radiologist is given notice thereof by the Company and fails to cure any such breach within thirty (30) days after such notice; or
(d) A final conviction of Radiologist for a felony or other crime involving embezzlement, fraud or misappropriation of funds, in all of such instances to the extent such crimes involve the Company or its subsidiaries or affiliated companies (or any entity which owns, operates or manages any Covered PET Center); or
(e) The revocation or other impairment of any license issued to Radiologist which is required to enable Radiologist to render the Services hereunder or the failure to obtain any required license or certification therefor; or
(f) Upon and subject to notice from the Company, in the event of the termination of that certain Executive Employment Agreement of even date hereof between the Company and Radiologist; or
(g) The delivery of notice to the Company by Radiologist of the termination of this Agreement for any breach or default by the Company of any of its representations, warranties, obligations or covenants under this Agreement; provided that, with respect to any such breach or default which is curable, any such breach or default is not cured within thirty (30) days after such notice from Radiologist.
Pursuant to the provisions of Section 6.8 of this Agreement, execution of this Agreement by Seller shall constitute the written consent of Seller to the Amended and Restated Midland Agreement.
Pursuant to the provisions. 7 ods. 6 of the Law on consumer protection in distance selling, the buyer can not cancel the contract, its object: □ sale of goods made to the consumer's specific requirements, custom orders or goods intended for one particular consumer □ sale of goods enclosed in a protective cover that is not suitable for return due to health protection or hygiene reasons and protective packaging has been broken after delivery. □ sale of audio recordings, video recordings, audio recordings, books and computer software sold in a protective case if the consumer packaging unwrapped, □ providing electronic content other than on a tangible medium if the performance has begun with the express consent of the consumer and the consumer said that he was well informed about the expression of consent loses his right of withdrawal. □ sale of goods, which was at the time after the conclusion of the contract and receipt of goods from the seller to the buyer assembled, folded and used in such a way that its restoration to its original state by the seller is not possible without increased commitment and increased costs, for example. composed or assembled furniture and so on. □ ................................................. ...............
Pursuant to the provisions of Section 3.1 above, the Term of this Agreement shall terminate on the earlier to occur of any of the following events:
(a) The death of Executive;
(b) The Permanent Disability (hereinafter defined) of Executive as provided in Section 6 hereof; or
(c) The failure and/or refusal of Executive to perform his services or comply with his obligations under this Agreement and/or any breach of any of his representations, warranties or covenants under this Agreement, provided that, with respect to any such failure, refusal or breach which is curable, Executive is given notice thereof by the Company and fails to cure any such breach within thirty (30) days after such notice; or
(d) A final conviction of Executive for a felony or other crime involving embezzlement, fraud or misappropriation of funds, in all of such instances to the extent such crimes involve the Company or its subsidiaries or affiliated companies (including Premier); or
(e) Upon and subject to notice from the Company, in the event of the termination of the Reading Agreement; or
(f) The failure to achieve any Milestone. For purposes of this Agreement, the term "Milestone" shall mean the acquisition or opening (i.e. performing a PET scan on a patient for a fee) of at least (A) two PET Centers in Florida on or before October 22, 2006, and (B) at least one PET Center in Florida from and after October 22, 2006 and on or before October 22, 2007 (unless such failure is caused by the Company's inability to provide or obtain the financing required to acquire or establish any such PET Center due to any lack of creditworthiness of the Company, or if the Company, notwithstanding the satisfaction of the Milestone Criteria (defined below) for establishing and opening new PET Centers, subsequently determines not to establish any such PET Center). For purposes of this Agreement, the term "Milestone Criteria" shall mean the completion of due diligence with respect to each proposed new PET Center in Florida by Executive and the Company's Chief Executive Officer personally visiting physicians located within the target referral base of any such PET Center proposed to be established and determining that the contemplated scan volume from such physicians to such center will be sufficient to enable it to operate at least on a breakeven basis. The Company hereby agrees that RCOA's Delray Beach imaging center (or a PET Center located in Boca Raton or Delray Beach, Florida) and the proposed PET Centers in Tamarack and Jackson...
Pursuant to the provisions of Section 2.05 of the License Agreement, ------------ Licensee hereby extends the License Agreement to Affiliate-Licensee for use of Licensor Technology in practicing a Conversion Process in Licensed Facilities in the Licensed Territory to produce Marketable Products.
