Delivery Terms All Material prices are quoted on the basis of Free Carrier (FCA) delivery terms, without regard to the place from which such Material is shipped. The term “Free Carrier (FCA)” is as defined by publication n° 560 of the International Chamber of Commerce, published in January 2000.
PURCHASE TERMS Subject to the satisfaction of the conditions set forth in Article VII, the parties agree as follows:
Aircraft Description The Option Aircraft are described by Boeing Detail Specification D6-38808, Revision E, dated September 15, 1995, as amended and revised pursuant to the Agreement.
Amendment to Schedule A The parties agree to amend Exhibit A to reflect the most updated information regarding Funds and Shares relevant to this Agreement. The parties agree that notwithstanding Section 15.4 of this Agreement, Schedule A may be amended without an executed written amendment if an Authorized Person delivers by email to Transfer Agent’s Relationship Manager a copy of an amended and restated Schedule A, dated as of the date such amended and restated Schedule A is intended to be effective, and a member of Transfer Agent’s Relationship Management team acknowledges in a responding email that the amended and restated Schedule A has been received. To the extent Schedule A is amended to add a Fund, Fund must provide Transfer Agent with the documents listed in Section 2.2 of this Agreement in relation to such Fund on a timeline mutually agreed by the parties.
Glossary of Defined Terms Defined Terms Where Defined 9.1(c) Jurisdiction Section 9.1(d) Acquisition Proposal Section 8.3(f) Action Section 8.15(a) Agreement Preamble Applicable Laws Section 5.4(a) Assumed Awards Section 4.1(j) Assumed RSUs Section 4.1(g) Bonus Plan Participant Section 8.16(d) Book Entry Share Section 4.1(b) Cameron Preamble Cameron Assets Section 8.6(d) Cameron Benefit Plans Section 5.12(a) Cameron Board Section 5.2(b) Cameron Common Stock Section 4.1(a) Cameron Deferred Compensation Plans Section 5.3(a) Cameron Deferred Stock Unit Awards Section 4.1(h) Cameron Disclosure Letter Article 5 Preface Cameron Environmental Permits Section 5.15(b) Cameron ERISA affiliate Section 5.12(b)(x) Cameron Excluded Shares Section 4.1(b) Cameron Foreign Benefit Plan Section 5.12(f) Cameron Material Adverse Effect Section 11.11(d) Cameron Option Section 4.1(f) Cameron Performance Share Awards Section 4.1(i) Cameron Permits Section 5.4(b) Cameron Post-Signing Option Section 4.1(f) Cameron Post-Signing Restricted Stock Unit Awards Section 4.1(g) Cameron Preferred Stock Section 5.3(a) Cameron Recommendation Section 5.2(b) Cameron Reports Section 5.6(a) Cameron Restricted Stock Unit Awards Section 4.1(g) Cameron Securities Section 5.3(a) Cameron Stock Plans Section 4.1(f) Cameron Stockholder Approval Section 5.21 Cameron Stockholders Meeting Section 8.2 Cameron Subsidiary Securities Section 5.3(c) Cameron Surviving Shares Section 4.1(b) Cameron U.S. Benefit Plan Section 5.12(b) Certificate of Merger Section 1.3 Certificates Section 4.1(b) Change in Recommendation Section 8.3(b) Closing Section 1.2 Closing Date Section 1.2 COBRA Section 5.12(b)(xii) Code Recitals Confidentiality Agreement Section 8.3(a) Contract Section 5.22 Converted Option Section 4.1(f) Converted Performance Shares Section 4.1(i) Covered Employees Section 8.16(a) Debt Section 11.11(b) Delaware Court Section 11.7 Delaware LLC Act Recitals DGCL Recitals Dissenting Shares Section 4.4 Dissenting Stockholder Section 4.4 EC Merger Regulation Section 5.5(b) Effective Time Section 1.3 Environmental Laws Section 5.15(a) Equity Award Exchange Ratio Section 4.1(f) ERISA Section 5.12(a) Exchange Act Section 5.5(b) Exchange Agent Section 4.2(a) Exchange Fund Section 4.2(a) Exchange Ratio Section 4.1(a) Foreign Corrupt Practices Act Section 5.24(a) Foreign Government Official Section 5.24(a) Form S-4 Section 8.2 GAAP Section 5.6(b) Governmental Entity Section 11.11(c) Hazardous Materials Section 5.15(a) HSR Act Section 5.5(b) Indemnified Party Section 8.15(a) Initial Termination Date Section 10.2(a) Intellectual Property Rights Section 5.16 IRS Section 5.12(a) Joint Venture Article 5 Preface knowledge Section 11.11(a) Letter of Transmittal Section 4.2(b) Liens Section 5.3(b) Material Adverse Effect Section 11.11(d) Material Contract Section 5.22 Merger Recitals Merger Consideration Section 4.1(a) Merger Sub Preamble New Plans Section 8.16(b) Non-Schlumberger US Subsidiaries Section 7.3 NYSE Section 5.5(b) OFAC Section 5.23(a) Old Plans Section 8.16(b) Per Share Cash Amount Section 4.1(c) Permitted Lien Section 11.11(e) person Section 11.11(f) PPACA Section 5.12(b)(xii) Proceeding Section 8.1(b)(xii) Prohibited Person Section 5.23(a) Proxy Statement/Prospectus Section 8.2 Regulatory Laws Section 8.6(f) Related Persons Section 10.5(a) Representatives Section 8.3(a) Returns Section 5.11(a) Xxxxxxxx-Xxxxx Act Section 5.7(a) Schlumberger Preamble Schlumberger Assets Section 8.6(d) Schlumberger Common Stock Recitals
Amendment of Exhibit A Upon the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address, number of Partnership Units, and Percentage Interest of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Limited Partner.
Amendment to Schedule I Schedule I to the Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule I attached hereto.
Right to Review Amendments and Supplements to Registration Statement and Prospectus During any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172, 173 or any similar rule) to be delivered under the Act in connection with the offering or the sale of Shares, the Company will not file any amendment to the Registration Statement or supplement (including any Prospectus Supplement) to the Base Prospectus unless the Company has furnished to the Manager a copy for its review prior to filing and will not file any such proposed amendment or supplement to which the Manager reasonably objects. The Company has properly completed the Prospectus, in a form approved by the Manager, and filed such Prospectus, as amended at the Execution Time, with the Commission pursuant to the applicable paragraph of Rule 424(b) by the Execution Time and will cause any supplement to the Prospectus to be properly completed, in a form approved by the Manager, and will file such supplement with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed thereby and will provide evidence reasonably satisfactory to the Manager of such timely filing. The Company will promptly advise the Manager (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, during any period when the delivery of a prospectus (whether physically or through compliance with Rule 172, 173 or any similar rule) is required under the Act in connection with the offering or sale of the Shares, any amendment to the Registration Statement shall have been filed or become effective (other than any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act), (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or for any supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.
Amendment, change and supplement Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.
NOTICE OF AMENDMENTS, SUPPLEMENTS AND WAIVERS As soon as reasonably practicable after any amendment, supplement or waiver pursuant to Section 8.01 or 8.02 becomes effective, the Company will send to the Holders and the Trustee notice that (A) describes the substance of such amendment, supplement or waiver in reasonable detail and (B) states the effective date thereof; provided, however, that the Company will not be required to provide such notice to the Holders if such amendment, supplement or waiver is included in a periodic report filed by the Company with the SEC within four (4) Business Days of its effectiveness. The failure to send, or the existence of any defect in, such notice will not impair or affect the validity of such amendment, supplement or waiver.
