Scheme Co-Operation Agreement definition

Scheme Co-Operation Agreement means the co-operation agreement (together with schedules and exhibits thereto) to be entered into by and between Bidco and the Target.
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Scheme Co-Operation Agreement means the co-operation agreement (together with schedules and exhibits thereto) to be entered into by and between Bidco and the Target. “Scheme Documents” means the Scheme Co-Operation Agreement and Scheme Circular. “Scheme Effective Date” means the date on which a copy of the court order sanctioning the Scheme is duly filed on behalf of the Target with the Registrar of Companies in accordance with section 899 of the Companies Act. “Scheme Press Release” means the press release dated 12 December 2016 announcing, in compliance with Rule 2.7 of the City Code, a firm intention to make an offer which is to be implemented by means of the Scheme. “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions. “Second Amendment” means that certain Second Amendment to Amended and Restated Credit Agreement dated as of January 17, 2017, among the Company, the Designated Borrowers, the Guarantors, the Lenders and the Administrative Agent. “Second Amendment Effective Date” means January 17, 2017. “Securitization Transaction” means any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which the Company or any Subsidiary may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of the Company. “Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts #89182136v12
Sample 1
Scheme Co-Operation Agreement means the agreement in the Agreed Form between Pernod Xxxxxx, GAL and Allied Domecq dated on even date herewith and relating to the implementation of the Scheme and the Acquisition; Shareholdings: shall be construed in accordance with Rule 24.3 of the Code (and, in the context of Fortune Brands and its Concert Parties, it shall be assumed that, for the avoidance of doubt, Fortune Brands is a Concert Party of Pernod Xxxxxx and not an offeror) and the notes thereto and for the avoidance of doubt includes holdings of options and derivatives referenced to Allied Domecq’s ordinary share capital; and
Sample 1

Related to Scheme Co-Operation Agreement

  • Co-operation Agreement means the agreement between the Exchange and Oslo Børs with regards to the access to the Linked Order Book;

  • Transition Agreement means the Transition Power Sales Agreement dated as of November 24, 1998, by and between Seller, Southern Energy, Southern Energy Bowline, L.L.C. and Southern Energy Xxxxxx, L.L.C.

  • Cooperation Agreement means that certain Mortgage Loan Cooperation Agreement, dated as of the Closing Date, among Borrower, Lender and Sponsor, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Sponsor Management Agreement means the management agreement between certain of the management companies associated with the Investors and the Issuer.

  • Enterprise Agreement means an agreement certified under the Workplace Relations Act 1996 (Cth) or approved under the Industrial Relations Act 1996 (NSW).

  • Network Operating Agreement means an executed agreement that contains the terms and conditions under which the Network Customer shall operate its facilities and the technical and operational matters associated with the implementation of Network Integration Transmission Service under Tariff, Part III. Network Operating Committee:

  • New Management Agreement means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date.

  • Mediation agreement means a written agreement between the parties to a mediation meeting.

  • Secondment Agreement means the secondment agreement between one or more members of the Vishay Group, as the seconding party, on the one hand, and one or more members of the VPG Group on the other hand, listed on Exhibit I, in the substantially in the forms attached to such Exhibit. From and after the Distribution Date, the Secondment Agreement shall refer to the secondment agreement substantially in the form attached to Exhibit I, as amended and/or modified from time to time in accordance with its terms.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Consulting Agreement means any written or oral agreement to retain the services, for a fee, of a consultant for the purposes of (A) providing counsel to a contractor, vendor, consultant or other entity seeking to conduct, or conducting, business with the State, (B) contracting, whether in writing or orally, any executive, judicial, or administrative office of the State, including any department, institution, bureau, board, commission, authority, official or employee for the purpose of solicitation, dispute resolution, introduction or requests for information or (C) any other similar activity related to such contracts.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Arrangement Agreement means the arrangement agreement dated as of April 18, 2019 between the Purchaser and the Company, including the schedules and exhibits thereto, providing for, among other things, the Arrangement, as the same may be amended, supplemented or restated.

  • Conciliation agreement means a written agreement setting forth the resolution of the issues in conciliation.

  • Hotel Management Agreement means any hotel management agreement relating to the management and operation of the Real Property together with all supplements, amendments and modifications thereto.

  • PJM Operating Agreement means the Amended and Restated Operating Agreement of PJM or the successor, superseding or amended versions of the Amended and Restated Operating Agreement that may take effect from time to time.

  • Company Operating Agreement means that certain Eighth Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 20, 2013, as the same may be amended from time to time.

  • Project Management Agreement means the agreement dated the 20th February 1985 made between the Trustee and the Manager providing for the Manager to manage and co‑ordinate the development and construction of the Resort and includes, if that agreement is terminated, any other agreement in like and similar terms made with the prior consent of the Minister;

  • Implementation Agreement means the Implementation Agreement dated ……… by and between the GOB, PGCB and the Company in connection with the Project, and also includes any amendment of it made from time to time;

  • Construction Management Agreement means the Construction Management Agreement, dated as of the date of the Common Agreement, between Construction Manager and the Project Company.

  • Asset Management Agreement means, as the context requires, any agreement entered into between a Series and an Asset Manager pursuant to which such Asset Manager is appointed as manager of the relevant Series Assets, as amended from time to time.

  • Parent Agreement has the meaning given to it in Clause 12;

  • Client Agreement means the agreement between the Company and the Client, which together with the Terms of Business are defined as “Operative Agreements” and govern the terms on which the Company deals with the Client.

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.