Stock Take Sample Clauses

A Stock Take clause outlines the process by which a party, typically a buyer or auditor, is permitted to inspect and verify the quantity and condition of inventory or goods held by another party. This clause usually specifies when and how stock takes can occur, such as requiring advance notice or limiting inspections to certain times, and may detail the procedures for resolving discrepancies found during the count. Its core function is to ensure transparency and accuracy in inventory records, thereby reducing the risk of disputes over stock levels and supporting proper financial reporting.
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Stock Take. Promptly after the Closing Date, Buyer shall perform a physical stock-take to confirm the items in the Backlog Inventory and the Forecast Inventory. If Buyer wishes to request any adjustments to the items in the Backlog Inventory or the Forecast Inventory, Buyer shall include such request in the Closing Inventory Value Statement.
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Stock Take. 6.6.1 A stock take (the “Closing Stock Take”) will be undertaken during any or all of Thursday, Friday, Saturday and Sundayclosest to Closing (the “Stock Take Period”) at the following inventory locations: (i) Heerlen; (ii) Charleston; (iii) Nutberry; and (iv) Howden. 6.6.2 The Closing Stock Take will be undertaken by a reputable firm to be agreed by the Seller and the Purchaser (each acting reasonably) (the “Stock Take Firm”). 6.6.3 The Purchaser and the Seller shall each have the right to be present (or represented) at the Closing Stock Take. 6.6.4 The costs of the Closing Stock Take shall be borne equally between the Seller and the Purchaser. 6.6.5 The Purchaser or the Seller, as the case may be, may, at its sole discretion, elect that further stock takes are undertaken at locations other than those set out in Clause 6.6.1, provided that: (i) such further stock takes are undertaken (i) by the Stock Take Firm (or such other firm as the Seller and Purchaser may agree (each acting reasonably)) and (ii) during the Stock Take Period; (ii) the Seller and the Purchaser shall each have the right to be present (or represented) at such further stock takes; and (iii) the costs of such further stock takes shall be borne: (a) solely by the Purchaser where the Purchaser has made an election pursuant to Clause 6.6.5; (b) solely by the Seller where the Seller has made an election pursuant to Clause 6.6.5; or (c) equally between the Seller and the Purchaser where the Seller and the Purchaser have each made elections pursuant to Clause 6.6.5.
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Stock Take. The Purchaser shall procure that the Purchaser’s representatives carry out in the presence of the Sellers’ representatives in accordance with the procedures set out in paragraph 2.2 above: 3.1 on the day after the Completion Date, a full physical stock take of the stock and work in progress of the Group Companies, in the US, Canada and Singapore; 3.2 within five Business Days after the Completion Date, a full physical stock take of finished goods and work in progress of the Group Companies in the UK; and 3.3 within four weeks of the Completion Date, cycle counts on raw materials and components of the Group Companies in the UK, in each case as at close of business on the Completion Date. The Purchaser shall procure that the results of the physical stock take and any resulting amendments to physical stock records will be produced and a copy delivered to the Sellers within 10 Business Days of Completion and the results of the cycle counts and any resulting amendments to the cycle counts records will be produced and a copy delivered to the Sellers within 25 Business Days of Completion.
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Stock Take. 4.1 The Buyer and the Sellers must procure that: (a) the Stock of each Target Group Company will be counted on the Completion Date; (b) the Stock count will be attended by representatives of the Sellers and the Buyer; and (c) an agreed Stock sheet (detailing Stock quantities but not values) will be signed by those representatives at the conclusion of the count. 4.2 Such stocktaking will consist of a physical check of the quantities, quality and condition of all such Stock in each Target Group Company’s ownership or control and an inspection of the books and records and any associated contractual documentation in respect of that Stock together with confirmation from any other persons having physical possession of such Stock of the extent, if any, of any encumbrance or interest claimed. 4.3 When such stocktaking has been completed, the Stock will be valued for the purpose of the Completion Statement in accordance with part A of schedule 4, paragraph 2.
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Stock Take. On or immediately before Completion, the Parties shall jointly procure that a stock take is undertaken at each of the Properties. Each Party shall have the right, if it so wishes, to have an independent person attend such stock take(s) to monitor the process.
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Related to Stock Take

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Company Stock Plans (a) Effective as of the Effective Time, each outstanding stock option, stock equivalent right or right to acquire Shares (each a “Company Option” and collectively, the “Company Options”) granted under the Company’s Amended and Restated 2000 Equity Incentive Plan and 1995 Stock Plan (the “Company Stock Plans”), without regard to the extent then vested and exercisable, shall be cancelled and, in consideration of such cancellation, Parent shall, or shall cause the Surviving Corporation to, promptly following the Effective Time, pay to such holders of Company Options, an amount in respect thereof equal to the product of (x) the excess, if any, of the Offer Price over the exercise price of each such Company Option and (y) the number of unexercised Shares subject thereto (such payment, if any, to be net of applicable Taxes withheld pursuant to Section 2.6). (b) Effective as of the Effective Time, each restricted stock unit, representing a right to receive one Share (each a “Company RSU” and collectively, the “Company RSUs”) granted under any Company Stock Plan, which is outstanding immediately prior to the Effective Time will become fully vested (provided, however, that only 1,250 of the 5,000 Company RSUs granted in 2009 pursuant to Section 12 of the Company’s Amended and Restated 2000 Equity Incentive Plan to each of the independent members of the Company Board of Directors, which are outstanding immediately prior to the Effective Time, will become vested as of the Effective Time) and then will be cancelled at the Effective Time, and in consideration of such cancellation, Parent shall, or shall cause the Surviving Corporation to, promptly following the Effective Time, pay to such holders of Company RSUs, an amount in respect thereof equal to the product of (x) the Offer Price and (y) the number of Shares into which the vested portion of the Company RSU would otherwise be convertible (such payment, if any, to be net of applicable Taxes withheld pursuant to Section 2.6). (c) As of the Effective Time, the Company Stock Plans shall terminate and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Company Subsidiary (as defined in Section 3.4(a)) shall be cancelled. The Company shall use all reasonable efforts to effectuate the foregoing, including, but not limited to, sending out the requisite notices and obtaining all consents necessary to cash out and cancel all Company Options and Company RSUs necessary to ensure that, after the Effective Time, no person shall have any right under the Company Stock Plans, except as set forth herein.

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • RELATIONSHIP TO PARENT AWARD This Agreement incorporates all the terms and conditions of the Award (AW825280CAV) as at 10 April 2006 with the exception of clauses 13, 16.2.1, 22.3.4, 22.3.5, 37.6 and 40.

  • Adjustment for Common Stock Issue If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P - E' = E x O + M -------- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 7, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible into, or exchangeable or exercisable for, Common Stock, (3) Common Stock issued to the Company's employees under bona fide employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued upon the exercise of rights or warrants issued to the holders of Common Stock, (5) Common Stock issued to shareholders of any person which merges into the Company in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, (6) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, (7) Common Stock issued in a bona fide private placement to, or through a placement agent which is, a member firm of the National Association of Securities Dealers, Inc., or (8) Common Stock issued as a dividend on any preferred stock in accordance with the stated terms of such preferred stock and in lieu of cash dividends otherwise payable on such preferred stock pursuant to the instrument under which the preferred stock was issued.