PRECEDENT CONDITIONS Clause Samples

PRECEDENT CONDITIONS. The final completion of the Contribution is subject to the following condition precedent being met: a) approval of the shareholders of the Contributing Company; b) approval of the Contribution and of the subsequent increase of the share capital by the extraordinary general meeting of the shareholders of the Beneficiary Company.
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PRECEDENT CONDITIONS. This Agreement shall be subject to the following precedent conditions, all of which should be met by the 30th day following the date of execution hereof:
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PRECEDENT CONDITIONS. The payment by the Lender to the Borrower and drawing of the Loan by the Borrower shall be conditioned on the satisfaction of all the following conditions on or before the payment date: 7.1 The Lender completes the operational, technical, legal and financial due diligence of the Borrower to the satisfaction of the Lender. 7.2 The Borrower and its overseas shareholders obtain all the approvals, consents and resolutions as required by the Lender and necessary for the execution of this Agreement. 7.3 The representations and warranties made by the Borrower herein shall be true and accurate as of the execution date of this Agreement and the payment date and as valid as if they are made on the payment date. 7.4 The Borrower shall have performed and complied with in all material aspects of all the obligations and stipulations hereunder which shall be performed or be complied with on or before the payment date, including but not limited to: 1) The Borrower has obtained the confirmation from the competent government department with respect to the legitimacy and validity of the land use right under the Investment Agreement entered into between the Borrower and Administration Committee of Jiangning Economic & Technical Development Zone, Nanjing on August 22, 2004; 2) The Borrower has obtained the written confirmation from Nanjing Commercial Bank that the latter waives any of its security rights which may impose on the Borrower’s assets under the Loan Contract entered into between it and Nanjing Commercial Bank on November 18, 2004; 3) Overseas shareholders have obtained any ownership certification, non-dispute confirmation letter or waiver certification (as the case may be) from their employers and possible claimers with respect to the intangible assets used for investment (including but not limited to “Know-how of the manufacturing of silicon solar cells”) to the satisfaction of the Lender both in form and content; 4) The Borrower has acquired the legal, valid, undisputable written license from CEEG with regard to the Industrial Property (including but not limited to the trademark “CEEG PV”) exclusively owned by CEEG which the Borrower is using or will use as necessary for its business. 5) Overseas shareholders and other officers of the Borrower have concluded non-disclosure, non-competition and intellectual property ownership agreement with the Borrower to the satisfaction of the Lender both in form and content. 7.5 The Borrower and its legal representative shall i...
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PRECEDENT CONDITIONS. The Parties hereby agree and undertake that the Agreement shall not enter into effect before all of following cumulative approvals have been granted (hereinafter: “the Approvals”): 4.1. The approval of the Trial Protocol by the Medical Center Helsinki Committee and the MOH, if such approval is required by the Guidelines; and 4.2. The approval of the Agreement in general, its budget and Appendix C in particular, by the MOH and the committee of engagement with commercial companies in accordance Section 9 of the Guidelines; and 4.3. The approval of the Trial Protocol, Investigator Brochure and related documents by the FDA.
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PRECEDENT CONDITIONS. The Lender shall be obligated to provide the Loan to the Borrower in accordance with Section 1.1 until all of the following conditions are satisfied or waived in writing by the Lender. 2.1 The Borrower Company has officially executed an Exclusive Business Cooperation Agreement (the “Exclusive Business Cooperation Agreement”) with the Lender or each person (legal or natural person) designated by the Lender, based on which to the extent permitted by PRC laws, the Lender or each person (legal or natural person) designated by the Lender, as an exclusive service provider shall provide the Borrower Company with technical and business consulting services. 2.2 The Borrower, the Borrower Company, and the Lender or the Lender’s designated person (legal or natural person) have executed an Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”), based on which the Borrower agrees to pledge all of the Borrower Equity Interest to the Lender. 2.3 The Borrower, the Lender, and the Borrower Company have officially executed an Exclusive Call Option Agreement (the “Exclusive Call Option Agreement”), the contents of which have been confirmed, and pursuant to which the Borrower shall irrevocably grant an exclusive call option to purchase the entire Borrower Equity Interest to the Lender to the extent permitted by the PRC laws. 2.4 The Borrower and the Lender have executed an irrevocable Power of Attorney (the “Power of Attorney”), pursuant to which the Borrower authorizes the Lender or its designated persons (legal or natural persons) to exercise all of the Borrower’s rights as a shareholder of the Borrower Company. 2.5 The Borrower’s spouse has executed an irrevocable Consent Letter (the “Spousal Consent Letter”), pursuant to which the Borrower’s spouse acknowledges that the equity interests now held and hereafter held by the Borrower in the Borrower Company are the Borrower’s personal property and shall not constitute joint property of the Borrower’s spouse and the Borrower, and the Borrower is entitled to deal with such equity interests independently. 2.6 The foregoing Equity Interest Pledge Agreement, the Power of Attorney, the Exclusive Call Option Agreement, the Exclusive Business Cooperation Agreement and the Spousal Consent Letter have been executed prior to or at the date hereof and are in full force and effect, and no event of default or hindrance event of such contracts or agreements has occurred. All relevant filings, approvals, authorizations, re...
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PRECEDENT CONDITIONS. The effectiveness and fulfillment of the Cooperative Agreement is based on the followings precedent conditions satisfied:
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PRECEDENT CONDITIONS 
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Related to PRECEDENT CONDITIONS

  • PAYMENT CONDITIONS 6.01 Prices shall remain firm for the initial term of the Agreement and, thereafter, may be adjusted annually as provided in this paragraph. The County does not guarantee any minimum or maximum amount of dollars to be spent under this Agreement. 6.02 Negotiations for rate changes shall be commenced, by CONTRACTOR, a minimum of ninety days (90) prior to the expiration of the Agreement. Rate changes are not binding unless mutually agreed upon in writing by the County and the CONTRACTOR. 6.03 Invoice amounts shall be billed directly to the ordering department. 6.04 CONTRACTOR shall submit such invoice periodically or at the completion of services, but in any event, not later than 30 days after completion of services. The invoice shall set forth the amounts claimed by CONTRACTOR for the previous period, together with an itemized basis for the amounts claimed, and such other information pertinent to the invoice. The County shall certify the invoice, either in the requested amount or in such other amount as the County approves in conformity with this Agreement and shall promptly submit such invoice to the County Auditor-Controller for payment. The County Auditor-Controller shall pay the amount certified within 30 days of receiving the certified invoice.

  • SUPERIOR CONDITIONS 21.01 All existing benefits, rights, privileges, practices, terms or conditions of employment which may be considered to be superior to those contained herein and which are set out in Appendix 4 are specifically retained by this Agreement unless otherwise agreed by the local parties. The parties agree to remove from Appendix 4 those superior conditions which no longer have application. Where the parties cannot agree on whether a superior condition continues to have application, the issue will be reduced to a grievance and referred to arbitration. 21.02 The Union and the Participating Hospitals agree to establish a committee consisting of two (2) representatives of the Union and two (2) representatives of the Participating Hospitals to review the superior conditions appendices in each of the participating hospitals. This committee will report to their respective negotiating committees prior to the next round of central negotiations.

  • Satisfaction of Conditions The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

  • Employment Conditions In accepting the option, you acknowledge that: (a) Any notice period mandated under any applicable laws shall not be treated as service for the purpose of determining the vesting of the option; and your right to receive shares of Common Stock in settlement of the option after termination as an employee, if any, will be measured by the date of your termination as an employee and will not be extended by any notice period mandated under the applicable law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider has terminated and the effective date of such termination. (b) The vesting of the option shall cease upon, and no portion of the option shall become vested following, your termination as an employee or other service-provider for any reason except as may be explicitly provided by the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee or other service-provider will be forfeited. (c) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of the Plan. (d) The grant of the option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past. (e) All decisions with respect to future option grants, if any, will be at the sole discretion of the Company. (f) You are voluntarily participating in the Plan. (g) The option is an extraordinary item that does not constitute compensation of any kind for service rendered to the Company (or any Subsidiary), and which is outside the scope of your employment contract, if any. In addition, the option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (h) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain shares upon settlement of the option, the value of those shares may increase or decrease. (i) No claim or entitlement to compensation or damages arises from termination of the option or diminution in value of the option or shares of Common Stock acquired upon settlement of the option resulting from your termination of employment or service (for any reason whether or not in breach of the local law) and you irrevocably release the Company and each Subsidiary from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you shall be deemed irrevocably to have waived your entitlement to pursue such a claim.

  • Unsafe Conditions In accordance with 29 CFR § 1977, occasions might arise when an employee is confronted with a choice between not performing assigned tasks or subjecting himself/herself to serious injury or death arising from a hazardous condition at the workplace. If the employee, with no reasonable alternative, refuses in good faith to expose himself/herself to the dangerous condition, he/she would be protected against subsequent discrimination. The condition causing the employee's apprehension of death or injury must be of such a nature that a reasonable person, under the circumstances then confronting the employee, would conclude that there is a real danger of death or serious injury and that there is insufficient time, due to the urgency of the situation, to eliminate the danger by resorting to regular statutory enforcement channels. In addition, in such circumstances, the employee, where possible, must also have sought from his Employer, and been unable to obtain, a correction of the dangerous condition.