Implementation and Documentation Clause Examples

Implementation and Documentation. 3.1 The CITIC Parties and the GE Parties undertake to each other to implement, insofar as they are able, the Proposed Transaction. Accordingly, each Party agrees to use all reasonable endeavours to, and to procure that its Group and its directors and its relevant professional advisers assist it to, prepare all such documents and take all such steps as are necessary or desirable in connection with implementation of the Proposed Transaction and for the purposes of obtaining all Clearances. 3.2 The CITIC Parties and the GE Parties agree that any significant matter relating to the Proposed Transaction (including the approval of any material document relating thereto prior to its execution and/or release, and the structure of the Proposed Transaction), shall be discussed and a course of action agreed upon between CITIC Topco (for itself and CITIC Shareholder) and GE Topco (for itself and GE Shareholder) acting in good faith as soon as possible (taking into account relevant regulatory requirements on timing) after such matter being raised by any Party with the other Parties. In particular, any change to the terms and/or conditions of the Proposed Transaction (to the extent permissible under the Code) shall be discussed in good faith between CITIC Topco (for itself and CITIC Shareholder) and GE Topco (for itself and GE Shareholder) and shall be subject to their prior written consent. 3.3 Each of CITIC Topco and GE Topco shall, and shall procure that CITIC Shareholder and GE Shareholder respectively shall use their rights as shareholders of Bidco to, co-ordinate the preparation, approval, execution, filing and/or despatch of the Offer Documents in accordance with the requirements of the Code, the SFC, the Stock Exchange, the SEC, the Bermuda Companies Act and (if relevant) the Bermudan courts. 3.4 Each Party agrees promptly to share all information it acquires relevant to AsiaSat and/or the Proposed Transaction with all other Parties.
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Implementation and Documentation. We will act between the relevant provider on your behalf and arrange for all recommended products to be implemented and registered in your name(s) unless you instruct us otherwise in writing. We will forward all documents showing ownership of your investments or policies to you as soon as practicable after we receive them. Where a number of documents relating to a series of transactions is involved, we will normally hold each document until the series is complete and then forward them to you.
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Implementation and Documentation. 5.1 If the Transaction is carried out by way of Scheme: (a) Offeree shall consult with and obtain BidCo’s approval (not to be unreasonably withheld or delayed) prior to appointing counsel for the purposes of the Scheme (including the Court Hearing(s)); (b) each of the directors of the Board of Offeree shall recommend that the Offeree Shareholders vote in favor of the Scheme, except that a director may withdraw, adversely modify or amend such recommendation if prior to the completion of the Transaction, the Board of Offeree determines in good faith, after consultation with, and based upon the advice of, its outside legal advisers, at a meeting of the Board of Offeree, that the failure to withdraw, modify or amend such recommendation would be reasonably likely to be in breach of the fiduciary duties of the directors of the Board of Offeree or their duties under the Code; (c) except as required by a Legal Requirement and subject to Clause 5.1(b), the Offeree shall not seek to amend the Scheme or the Resolutions in the form set out in the Circular after dispatch of the Circular without the prior written consent of BidCo (such consent not to be unreasonably withheld or delayed); (d) BidCo will undertake to the Court to be bound by the terms of the Scheme insofar as it relates to BidCo, including as to the discharge of the Consideration due to the Offeree Shareholders under the Scheme; (e) except as otherwise agreed with BidCo in writing, and with the reasonable assistance and co-operation of BidCo, Offeree shall take or cause to be taken all such steps as are reasonably necessary to implement the Scheme in accordance with the Timetable and, in particular, but without limitation: (i) Offeree shall use its reasonable endeavours to cause the Circular to be mailed to the Offeree Shareholders as promptly as reasonably practicable after satisfaction of the Pre-Conditions and in any event within 28 days of the satisfaction of such Pre-Conditions, but provided that Offeror provides Offeree with reasonable assistance to allow Offeree to comply with such obligations and provided that Offeror notifies promptly the Board of Offeree when such Pre-Conditions have been satisfied; (ii) Offeree will, by no later than 14 days from the date that the Pre-Conditions are satisfied or waived, issue a claim form in order to seek the Court’s permission to convene the Court Meeting and file such documents as may be necessary in connection therewith; and (iii) upon: (1) the necessary doc...
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Related to Implementation and Documentation

  • Implementation and Review The Parties shall consult annually, or as otherwise agreed, to review the implementation of this Chapter and consider other matters of mutual interest affecting trade in services. (10) 10 Such consultations will be addressed under Article 170 (Free Trade Commission) of Chapter 14 (Administration of the Agreement).

  • Documentation and compliance (a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses. (b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter. (c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

  • Implementation of Agreement Each Party must promptly execute all documents and do all such acts and things as is necessary or desirable to implement and give full effect to the provisions of this Agreement.

  • Records and Documentation The Sub-Recipient agrees to make available to AAAPP staff and/or any party designated by the AAAPP any and all contract related records and documentation. The Sub-Recipient shall ensure the collection and maintenance of all program related information and documentation on any such system designated by the AAAPP. Maintenance includes valid exports and backups of all data and systems according to AAAPP standards.

  • Documentation and Record Keeping 1. Records to be Maintained Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506 that are pertinent to the activities to be funded under this Contract. Such records shall include, but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets the one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use, or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by federal regulations 24 CFR 570.502, and 24 CFR 84.21-28; and g. Other records necessary to document compliance with Subpart K of 23 CFR.