THE S&P AGREEMENTS Sample Clauses

THE S&P AGREEMENTS. The Board was informed by Vendor 1 that, on 24 April 2012, the Purchaser entered into the S&P Agreement 1 with Vendor 1 and the Vendor Guarantor pursuant to which the Purchaser has conditionally agreed to purchase and Vendor 1 has conditionally agreed to sell 707,110,832 Sale Shares at a consideration of HK$0.251 per Sale Share. On 27 April 2012, the Purchaser entered into the S&P Agreement 2 with Vendor 2 pursuant to which the Purchaser has conditionally agreed to purchase and Vendor 2 have conditionally agreed to procure the sale of 42,738,754 Sale Shares at a consideration of HK$0.50 per Sale Share. The consideration payable by the Purchaser for the Acquisition amounts to in aggregate HK$198,854,195.83. S&P Agreement 1 Date 24 April 2012 (after trading hours) Parties Purchaser: Success Well Vendor 1: Skill China Vendor Guarantor: Dr. So S&P Agreement 2 Date 27 April 2012 (after trading hours) Parties Purchaser: Success Well Vendor 2: Greatest Mark Sale Shares to be acquired by the Purchaser from the Vendors Subject to and in accordance with the terms and conditions of the S&P Agreements, the Purchaser has conditionally agreed to purchase and Vendor 1 and Vendor 2 (as legal owner) have conditionally agreed to sell or procure the sale of the Sale Shares, being respectively, 707,110,832 Shares from Vendor 1, representing approximately 66.18% of the entire issued share capital of the Company and 42,738,754 Shares from Vendor 2, representing approximately 4.00% of the entire issued share capital of the Company, which together represent approximately 70.18% of the entire issued share capital of the Company as at the date of this announcement, free from any encumbrance and together with all rights which are on the respective dates of the S&P Agreements or may at any time thereafter become attaching to them. The Vendor Guarantor agreed under the S&P Agreement 1 to guarantee certain obligations of Vendor 1 to compensate the Purchaser for breach of certain terms of the agreement. Upon Completion and completion of S&P Agreement 2, the Vendors will continue to hold their respective remaining interests in the Company, namely 32,054,066 Shares for Vendor 1 and 18,960,644 Shares for Vendor 2, representing, respectively, approximately 3.00% and 1.77% of the issued share capital of the Company as at the date of this announcement. There are no restrictions on subsequent sale of the respective remaining Shares held by Vendor 1 and Vendor 2 under the terms of the S&P Agree...
Sample 1
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Related to THE S&P AGREEMENTS

  • HHSC Agreements A. To pay the Contractor for services provided under the Contract type specified in Section I of this Contract in amounts and under conditions determined by HHSC as defined in this Contract, the applicable Contractor manual, handbook, policy letter or program rules and standards and in accordance with applicable laws and regulations for all eligible persons receiving such services under Title XIX and or Title XX.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor. In the case this Agreement is a contract with a total cost in excess of $250,000, the Party shall provide to the State a list of all proposed subcontractors and subcontractors’ subcontractors, together with the identity of those subcontractors’ workers compensation insurance providers, and additional required or requested information, as applicable, in accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54). Party shall include the following provisions of this Attachment C in all subcontracts for work performed solely for the State of Vermont and subcontracts for work performed in the State of Vermont: Section 10 (“False Claims Act”); Section 11 (“Whistleblower Protections”); Section 12 (“Location of State Data”); Section 14 (“Fair Employment Practices and Americans with Disabilities Act”); Section 16 (“Taxes Due the State”); Section 18 (“Child Support”); Section 20 (“No Gifts or Gratuities”); Section 22 (“Certification Regarding Debarment”); Section 30 (“State Facilities”); and Section 32.A (“Certification Regarding Use of State Funds”).

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Specific Agreements 1. Investments made pursuant to a specific agreement concluded between one Contracting Party and investors of the other Party shall be covered by the provisions of this Agreement and by those of the specific agreement.

  • SOW AGREEMENTS 6.1. If selected, the Contractor will sign an SOW Agreement with the Contracting Agency to provide the deliverables set forth in its response and at prices agreed by the Contracting Agency. Minimum support levels set forth in this SOW RFP and terms, and conditions from the Master Agreement, including Attachment C thereto, will become part of each SOW Agreement. Each SOW Agreement will be subject to review throughout its term. The Contracting Agency will consider cancellation of each SOW Agreement, as well as the Master Agreement, upon discovery that the Contractor is in violation of any portion of the Master Agreement or an SOW Agreement, including an inability by the Contractor to provide the products, support, and/or service offered in its response. Each SOW Agreement shall specify the term of the Agreement. ACKNOWLEDGEMENT OF ADDENDUMS (IF APPLICABLE) 1.

  • Subagreements Recipient may enter into agreements with sub-recipients, contractors or subcontractors (collectively, “subagreements”) for performance of the Project.

  • User Agreements In order to receive certain LDC Databases, Member shall restrict use of these Databases to only those of its employees or consultants within its control who, in advance of gaining access to the specified Databases, have signed any necessary separate user agreements. The specific Databases for which such user agreements are required will be indicated by LDC and the terms and provisions of any such User Agreements supersede the terms of the Membership Agreement. Member may elect not to receive LDC Databases for which separate user agreements are required. Member shall maintain all signed user agreements on file for inspection by LDC upon its request and shall terminate access to the specified LDC Databases to individuals for whom the conditions contained in the user agreement no longer apply. To the extent that any of Member's consultants gain access to any LDC Databases, Member shall be responsible and liable for the actions and omissions of those consultants as though they were the actions of Member.

  • SPECIAL AGREEMENTS The following special arrangements have been made: City, Date City, Date Seller's signature Buyer's signature

  • Separate Agreements All uses of an E-System shall be governed by and subject to, in addition to Section 9.2 and this Section 9.3, the separate terms, conditions and privacy policy posted or referenced in such E-System (or such terms, conditions and privacy policy as may be updated from time to time, including on such E-System) and related Contractual Obligations executed by Agent and Credit Parties in connection with the use of such E-System.

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