Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit by or on behalf of the Restricted Holders of Restricted Shares, the issuance of Restricted ADSs, the transfer of Restricted ADSs, the withdrawal of Restricted Shares and the conversion of Restricted ADSs into freely transferable ADSs, and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of Restricted Shares, the issuance of Restricted ADSs, the transfer of Restricted ADSs, the conversion of Restricted ADSs into freely transferable ADSs, and the withdrawal of Restricted Shares, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders or Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall at the time of execution of this Restricted ADS Letter Agreement cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (B) its English counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Restricted ADS Letter Agreement, (ii) all approvals required by the law of England and Wales to permit the entry by the Company into this Restricted ADS Letter Agreement have been obtained, (iii) all approvals required by the law of England and Wales to permit the deposit of Restricted Shares from time to time under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iv) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter A...
Company Assistance. Any person who has any questions about specific transactions or this Policy in general may obtain additional guidance from the Policy Administrator. Remember, however, the ultimate responsibility for adhering to the Policy and avoiding improper transactions rests with you. In this regard, it is imperative that you use your best judgment.
Company Assistance. To assist the Dealer in planning, establishing and maintaining DEALERSHIP LOCATION and FACILITIES in accordance with his responsibilities under this agreement, the Company will make available, at the request of the Dealer, and at a mutually convenient time and place, personnel to provide counsel and advice regarding location and facility planning, including layout and design.
Company Assistance. The Company agrees to (i) assist the Depositary in the establishment of such procedures to enable the acceptance of the deposit of the Restricted CPOs, the issuance of such Restricted ADSs (in un-certificated form), the delivery of such Restricted ADSs, the transfer of the Restricted ADSs and the withdrawal of the Restricted CPOs, and (ii) take all commercially reasonable steps necessary and satisfactory to the Depositary to insure that the acceptance of the deposit of the Restricted CPOs, the issuance of such Restricted ADSs (in un-certificated form), the transfer of Restricted ADSs and the withdrawal of Restricted CPOs, in each case upon the terms and conditions set forth herein, do not materially prejudice the rights of Holders and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall cause its U.S. counsel to deliver an opinion to the Depositary stating, inter alia, that (x) the deposit of the Restricted CPOs, and the issuance and delivery of Restricted ADSs, in each case upon the terms contemplated herein, does not require registration under the Securities Act, and (y) this letter agreement has been duly executed and delivered by the Company and constitutes its enforceable agreement.
Company Assistance. Any person who has any questions about specific transactions may obtain additional guidance from our Chief Financial Officer. Remember, however, you are ultimately responsible for adhering to this Xxxxxxx Xxxxxxx and Communications Policy and avoiding improper transactions. In this regard, it is imperative that you use your best judgment.
Company Assistance. Gazit-Globe shall procure that its Chief Financial Officer and, if applicable, Chief Executive Officer, shall discuss with the Bank any Compliance Certificate delivered by Gazit-Globe to the Bank and shall as soon as practicable provide the Bank with all such information as the Bank may reasonably request in connection with Gazit-Globe’s calculations or determination of any accounting expression or financial ratio (including any items or components thereof and the effects of any New Accounting Treatment the subject of any New Accounting Notification) set forth in any Compliance Certificate.
Company Assistance. Your compliance with this Policy is of the utmost importance both for you and for the Company. The Board, a Board Committee or an employee designated by the Board (e.g. the Compliance Officer), shall be responsible for the administration of this Policy. All determinations and interpretations by the Board or its designee shall be final and not subject to further review. Please do not try to resolve uncertainties on your own, as the rules relating to xxxxxxx xxxxxxx are often complex and not always intuitive while violations entail severe consequences.
Company Assistance. The Company agrees to (i) provide commercially reasonable assistance upon the request of and to the Depositary in the establishment of such procedures to enable the acceptance of the deposit solely by the Affiliate Holders of the Designated Shares in connection with the Offer, the issuance of Designated Restricted ADSs, the tender of the Designated Restricted ADSs in the Offer, the transfer of Designated Restricted ADSs, the withdrawal of the Designated Shares and the conversion of Designated Restricted ADSs into freely transferable ADSs, and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of the Designated Shares, the issuance of the Designated Restricted ADSs, the transfer of the Designated Restricted ADSs, the conversion of Designated Restricted ADSs into freely transferable ADSs, and the withdrawal of Designated Shares, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company shall cause its Korean counsel to deliver an opinion to the Depositary stating, inter alia, that (i) the Company has duly authorized and executed the Letter Agreement, (ii) the Letter Agreement constitutes a legal, valid and binding obligation of the Company under Korean law enforceable against the Company upon its terms, (iii) all approvals required by Korean law to permit the deposit of Designated Shares, upon the terms and for the purpose described in the Letter Agreement, have been obtained and are in effect, and (iv) the deposit of the Designated Shares by the Affiliate Holders, the issuance by the Depositary of the Designated Restricted ADSs to the Affiliate Holders, the tender of the Designated Restricted ADSs in the Offer, the remittance by Citibank, in its capacity as tender agent for the Offer, of the Offer Price to the applicable Affiliate Holders, the transfer of the Designated Restricted ADSs to the Offeror pursuant to the terms of the Offer, and the cancellation of the Designated Restricted ADSs acquired by the Offeror and the delivery of the corresponding Designated Shares to the Offeror do not, and will, not contravene, or conflict, with any Korean law of general application.
Company Assistance. The Company will assist Consultants in the performance of their duties under this Agreement only to the extent it determines it has the resources to do so and is willing to do so.
Company Assistance. The Company shall supply full and timely information to the Committee on all matters relating to eligible persons, their employment, death, retirement, disability, or other termination of employment, and such other pertinent facts as the Committee may require. The Company shall furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties.
