Overriding Obligations Sample Clauses

Overriding Obligations. 8.1 For the avoidance of doubt, the obligations of each of the parties pursuant to this Deed shall at all times be subject to all relevant legal and regulatory requirements and obligations of the United Kingdom, including, without limitation, the obligations of the parties in the United Kingdom or elsewhere including, without limitation, the requirements of the Disclosure and Transparency Rules, the Listing Rules, the Prospectus Rules, the Companies Law, the Takeover Code, the FCA, the CJA, the FSMA and the London Stock Exchange. Each party shall act in accordance with each of such requirements and obligations applicable to it and no party shall be required to take any action in breach of any such requirement or obligation applicable to it. 8.2 In the event of any conflict between the prov1s10ns of this Deed and the Articles, the provisions of this Deed shall prevail as between the parties to the extent permitted by applicable law and regulation.

Overriding Obligations. 10.1 For the avoidance of doubt, the obligations of the parties pursuant to this Agreement shall at all times be subject to the requirements of the Articles and all relevant legal and regulatory requirements and obligations of the parties in the United Kingdom or elsewhere including the obligations of the parties pursuant to the requirements of the applicable companies legislation, the Listing Rules, the Disclosure and Transparency Rules, the Corporate Governance Code, the FSMA, the Financial Services Act, the FCA and the London Stock Exchange and a DT Representative Director shall at all times be subject to his fiduciary and statutory duties as a director of BT.

Overriding Obligations. Notwithstanding anything to the contrary, no term of this Agreement or the Schedules hereto shall have the effect of obliging either to breach any legal or regulatory obligation to which such Person may be subject, by virtue of either requiring such Person to act in a particular manner or refrain from doing so.

Overriding Obligations. For the avoidance of doubt, the obligations of the parties pursuant to this Agreement shall at all times be subject to the requirements of the Articles and all relevant legal and regulatory requirements and obligations of the parties in the United Kingdom or elsewhere including the obligations of the parties pursuant to the requirements of the applicable companies legislation, the Listing Rules, the Disclosure and Transparency Rules, the Corporate Governance Code, the FSMA, the Financial Services Act, the FCA and the London Stock Exchange.

Overriding Obligations. For the avoidance of doubt, the obligations of the Company and the Shareholder Parties pursuant to this Agreement shall at all times be subject to the requirements of the Articles and all relevant legal and regulatory requirements and obligations applicable to the parties in the United Kingdom, on the Nasdaq Capital Market (or other United States national securities exchange on which the Shares are listed, if any) or elsewhere from time to time.

Overriding Obligations. None of the Investors, the Management Holding Companies and the Management Shareholder shall have any obligation to act in accordance with any direction under Section 1 if he/she/it shall be required by any law or regulatory authority including but not limited to the United States Securities and Exchange Commission not to so act, provided that if he/she/it could so act with the consent of or a waiver from any third party then he/she/it shall use his reasonable endeavors to obtain such consent or waiver and, having obtained the same, shall so act.

Overriding Obligations. Notwithstanding anything to the contrary, no term of this Services Agreement or the Schedules hereto shall have the effect of obliging either Party or any of their respective Subsidiaries to breach any legal or regulatory obligation to which such person may be subject, by virtue of either requiring such person to act in a particular manner or refrain from doing so.

Overriding Obligations. For the avoidance of doubt, the requirements and obligations of each of the Company and each Controlling Shareholder pursuant to this Agreement shall at all times be subject to all relevant legal and regulatory requirements and obligations of the parties in the United Kingdom or elsewhere including the requirements of the Disclosure Guidance and Transparency Rules, the Companies Act, the Criminal Justice Act 1993, the FSMA, the Market Abuse Regulation, the Financial Services Act, the FCA, the Prudential Regulation Authority, the rules of the London Stock Exchange, the Articles and the Takeover Code, and any Shareholder Director shall at all times be subject to his or her fiduciary and statutory duties as a Director. No party shall be required to take any action in breach of any such requirement or obligation and no Shareholder Director shall be required to take any action in breach of such duties.

Overriding Obligations. ‌ The obligations of the Company and Toro pursuant to this agreement will at all times be subject to the requirements of the Articles and all relevant legal and regulatory requirements and obligations of the parties in the United Kingdom and elsewhere.