Scheme Conditions Sample Clauses

Scheme Conditions. (i) The Scheme has been approved by a majority in number representing not less than seventy-five percent (75%) in value of Company Shareholders who are on the register of members of the Company (or the relevant class or classes thereof) at the Voting Record Time, present and voting (and who are entitled to vote), whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof); (ii) The resolutions required to implement the Scheme being duly passed by the requisite majority of the Company Shareholders at the General Meeting (or any adjournment thereof); and (iii) The sanction of the Scheme by the Court (with or without modification (but subject to any modification being on terms acceptable to BidCo and the Company)).
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Scheme Conditions. The Conditions are hereby incorporated in and shall constitute a part of this Agreement. The effectiveness of the Scheme is subject to the satisfaction or waiver of the Conditions in accordance with Exhibit A.
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Scheme Conditions. 10.2.1. The Scheme and the implementation thereof will be subject to the fulfilment or, where applicable, waiver or adjustment of each of the following conditions precedent: 10.2.1.1. the Independent Expert has issued an opinion confirming the terms of the Scheme and the Scheme Consideration as being fair and reasonable; 10.2.1.2. having regard to the fairness opinion contemplated in clause 10.2.1.1, the Bell Equipment Independent Board has resolved that it is of the opinion that the Scheme Consideration is fair and reasonable and has resolved to recommend to Bell Equipment Shareholders that they vote in favour of the Scheme Resolution; 10.2.1.3. the Circular has been approved by the JSE and the TRP; 10.2.1.4. to the extent that any agreement between Bell Equipment and any of its funders contains any cancelation or other rights in favour of the relevant funder which will be triggered by the implementation of the IAB Offer and/or the Delisting without the approval of the funder concerned, the relevant funder(s) providing such approval; 10.2.1.5. as at the date on which the last of the Scheme Conditions set out in clauses 10.2.1.1 to 10.2.1.4 has been fulfilled or, where waiver or adjustment is permitted, waived, there has, in IAB’s reasonable opinion, since the Signature Date been no event which: 10.2.1.5.1. has resulted or will reasonably result in any cost, loss, damage, charge and/or expense to Bell Equipment exceeding an amount of ZAR 80 000 000 (eighty million Rand); or 10.2.1.5.2. is reasonably likely to result in the earnings before interest, taxation, depreciation and amortisation (“EBITDA”) of Bell Equipment as will be indicated in the consolidated audited annual financial statements for the period ending December 2024, being less than the EBITDA for the preceding financial year (ended December 2023) by 14% (fourteen per cent) or more; or provided that the Scheme Condition in this clause 10.2.1.5 shall be deemed to have been fulfilled, notwithstanding that an event as contemplated in clause 10.2.1.5.1 or 10.2.1.5.2 has occurred, if (1) IAB or any of its directors were, as at the Signature Date, aware of such event or the likelihood of it occurring following due and careful enquiry or (2) such event occurred in the ordinary course of business; or (3) provision was made in the consolidated audited annual financial statements for the period ended December 2023, for such event and its consequences, whether provisional or not. If ▇▇▇▇ Equipment disputes...
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Scheme Conditions. The Conditions are hereby incorporated in and shall constitute a part of this Agreement.
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Scheme Conditions. 2.1. Completion of the transfer of the cash, undertaking and assets of the Company comprised in the Rollover Pool contemplated under this Agreement is subject to the satisfaction of the Scheme Conditions on or by 31 December 2020 (save to the extent waived). 2.2. Each of the Company and MUT undertakes to use all reasonable endeavours (to the extent within their respective powers) to procure that the Scheme Conditions are satisfied by the first Business Day immediately following the Effective Date or as soon as reasonably practicable thereafter. 2.3. In the event that all or any of the Scheme Conditions have not been satisfied on or by 31 December 2020 then, save in respect of any accrued rights and obligations of the parties for any breach of clause 2.2, and the provisions of clause 7, this Agreement shall cease to be of any effect and the parties shall cease to have any rights and obligations hereunder.
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Scheme Conditions. Subject to this clause 3, the Scheme will not become Effective, and the respective obligations of the parties in relation to the implementation of the Scheme are not binding, until each of the following Scheme Conditions is satisfied or waived to the extent and in the manner set out in this clause 3.
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Scheme Conditions. (a) The implementation of the Scheme will be subject to the fulfilment (or, where applicable in terms of Section 2.05, the Agreement and applicable Law, waiver) of the suspensive conditions that:
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Scheme Conditions. The obligations of the Company, Concord, Topco and Topco Merger Sub to consummate the Transactions are subject to the satisfaction of each of the following conditions:
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Scheme Conditions. The Scheme shall only become effective upon delivery of the Court Order to sanction the Scheme to the ROC following fulfilment of the following conditions: (a) receipt of all applicable Regulatory Approvals and such approvals not being revoked on or before the Merger Date; (b) approval of the Scheme by a majority in number of the Omni Shareholders present (in person or by proxy) and voting at the Court Meeting representing not less than 75 per cent. in value of the Omni Shares in respect of which votes are cast at the Court Meeting pursuant to Section 210 of the Companies Act; (c) the sanction of the Scheme and financial assistance, if any, involved therein by the Court; and (d) the conditions set out in clause 4.2 being satisfied or, if applicable waived by the relevant party or parties specified in clause 4.4, and this Agreement not being terminated in accordance with its terms.
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Related to Scheme Conditions

  • Safe Conditions Whenever an employee reports a condition which the employee feels represents a violation of safety or health rules and regulations or which is an unreasonable hazard to persons or property, such conditions shall be promptly investigated. The appropriate administrator shall reply to the concern, in writing, if the employee's concern is communicated in writing.

  • Unsafe Conditions In accordance with 29 CFR § 1977, occasions might arise when an employee is confronted with a choice between not performing assigned tasks or subjecting himself/herself to serious injury or death arising from a hazardous condition at the workplace. If the employee, with no reasonable alternative, refuses in good faith to expose himself/herself to the dangerous condition, he/she would be protected against subsequent discrimination. The condition causing the employee's apprehension of death or injury must be of such a nature that a reasonable person, under the circumstances then confronting the employee, would conclude that there is a real danger of death or serious injury and that there is insufficient time, due to the urgency of the situation, to eliminate the danger by resorting to regular statutory enforcement channels. In addition, in such circumstances, the employee, where possible, must also have sought from his Employer, and been unable to obtain, a correction of the dangerous condition.

  • Market Conditions Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

  • GUARANTEE CONDITIONS 4.1 The performance certification requirements for the Aircraft, except where otherwise noted, will be as stated in Section 02 of the Standard Specification. 4.2 For the determination of JAR take-off and landing performance a hard dry level runway surface with no runway strength limitations, no line-up allowances, no obstacles, zero wind, atmosphere according to ISA, except as otherwise noted, and the use of speed brakes, flaps, landing gear and engines in the conditions liable to provide the best results will be assumed. 4.2.1 When establishing take-off and second segment performance no air will be bled from the engines for cabin air conditioning or anti-icing.

  • Service Conditions Customer acknowledges that in the event of a service issue, Customer is responsible for on-site cooperative testing with LightEdge Technical Support to assist in the diagnosis of the trouble. Customer agrees to be bound to current terms of LightEdge Acceptable Use Policy. Terms of the Acceptable Use Policy are subject to change without notice. Current Acceptable Use Policy can be found here: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/legal Customer agrees that any service complaints including concerns regarding level of support, products, service reliability, or any other concerns related to LightEdge or Services being provided by LIghtEdge will be communicated to LightEdge by sending an email to ▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇.