Purchases and Sales Neither the Corporation nor the Subsidiaries has approved, has entered into any agreement in respect of:
(i) the purchase of any Business Assets or any interest therein other than as disclosed in the Prospectus, or the sale, transfer or other disposition of any Business Assets or any interest therein currently owned, directly or indirectly, by the Corporation or the Subsidiaries whether by asset sale, transfer of shares, or otherwise, other than as disclosed in the Prospectus, or in the continuous disclosure record of the Corporation;
(ii) the change of control (by sale or transfer of Common Shares or sale of all or substantially all of the assets of the Corporation or the Subsidiaries or otherwise) of the Corporation or the Subsidiaries; or
(iii) a proposed or planned disposition of Common Shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares or common shares of the Subsidiaries;
Purchase and Sale of Products (a) Pursuant to Purchase Orders issued by MLNA/MLMX, Supplier shall sell and deliver to MLNA/MLMX, and MLNA/MLMX shall purchase from Supplier, Products specified in Purchase Orders. Such purchases and sales shall be for Products and Prices set forth on Schedule A. Any Affiliate of MLNA/MLMX shall also be entitled to issue Purchase Orders and purchase Products from Supplier under the terms of this Agreement. Only the specific MLNA/MLMX Party issuing a Purchase Order will be liable to Supplier for obligations in connection with a Purchase Order. Neither MLNA or MLMX or any Affiliate of either of them will be liable to Supplier for any obligations of any other MLNA/MLMX Party or Affiliate.
(b) During the term hereof, MLNA/MLMX may, but shall not be required to, provide Supplier with estimates or forecasts of MLNA/MLMX´s requirements for Products from Supplier. Any forecasts or estimates are for information purposes only and may be modified by MLNA/MLMX at any time and in its sole discretion. Any product quantities cited in or pursuant to this Agreement, except for quantities cited in a Purchase Order as firm, are preliminary and non-binding only. MLNA/MLMX makes no representation, warranty or agreement as to the quantity of products that it will purchase from Supplier, if any, or that MLNA/MLMX will buy Products exclusively from Supplier.
(c) MLNA/MLMX shall issue Purchase Orders to Supplier and Supplier shall confirm to MLNA/MLMX the receipt of each Purchase Order issued hereunder (each, a "Confirmation") within [NUMBER] Business Days following Supplier's receipt thereof. Each Confirmation must reference MLNA/MLMX's Purchase Order number and confirm acceptance of the Purchase Order unless Supplier timely advises MLNA/MLMX that Supplier is unwilling to accept any terms or conditions in the applicable Purchase Order that conflict with the terms and conditions of this Agreement. If Supplier fails to issue a Confirmation within the time set forth above or otherwise commences performance under such Purchase Order, Supplier will be deemed to have accepted the Purchase Order. MLNA/MLMX may withdraw any Purchase Order prior to Supplier's acceptance (or deemed acceptance) thereof.
(d) MLNA/MLMX may, in its sole discretion, on notice to Supplier, without liability or penalty, terminate all or any part of a Purchase Order with or without cause effective immediately or otherwise as specified in such notice. Upon any such termination, Supplier shall immediately cease work and purchasing materials relating to fulfilling the Purchase Order, and deliver to MLNA/MLMX on request all or any portion of Products under the relevant Purchase Order at the Prices.
(e) MLNA/MLMX may, on notice to Supplier, request changes to a Purchase Order. On or before the second Business Day after receiving the request, Supplier shall submit to MLNA/MLMX its good faith description of the impact of such changes on the Basic Purchase Order Terms. MLNA/MLMX may then submit an amended Purchase Order reflecting all MLNA/MLMX-accepted changes.
Basis of Purchases and Sales of Shares ▇▇▇▇▇▇ will use its best efforts to place shares sold by it on an investment basis. ▇▇▇▇▇▇ does not agree to sell any specific number of shares. Shares will be sold by ▇▇▇▇▇▇ only against orders therefor. ▇▇▇▇▇▇ will not purchase shares from anyone other than the Fund except in accordance with Section 5, and will not take “long” or “short” positions in shares contrary to the Agreement and Declaration of Trust of the Fund.
Sale of Products Subject to this Agreement, Neuronetics will sell to Customer, and Customer will purchase from Neuronetics, all Products set forth on any Sales Order. Except for the initial Sales Order, Customer may purchase additional Products by submitting a Sales Order to Neuronetics. Sales Orders are not binding until signed by Neuronetics. CUSTOMER AGREES THAT NEURONETICS’ THEN-CURRENT VERSION OF THIS AGREEMENT IS INCORPORATED INTO ALL SALES ORDERS BY REFERENCE AND MADE A PART THEREOF AS IF SET FORTH IN FULL THEREIN. IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT AS IT EXISTS ON THE DATE ON WHICH CUSTOMER EXECUTES ANY SALES ORDER AND ANY SUBSEQUENT VERSION OF THIS AGREEMENT, THE SUBSEQUENT VERSION OF THIS AGREEMENT WILL CONTROL. FOR THE AVOIDANCE OF DOUBT, NEURONETICS IN ITS SOLE DISCRETION MAY MODIFY OR AMEND THIS AGREEMENT FROM TIME TO TIME, IN WHICH CASE THE MODIFIED OR AMENDED VERSION, AS MADE AVAILABLE TO CUSTOMER AT THE T&Cs WEBSITE OR OTHERWISE, WILL CONTROL. Products are new unless otherwise indicated on the applicable Sales Order; provided, that Products may contain components that have previously been used and, where previously used components are used, Products will meet or exceed the Specifications.
Mergers and Sales of Assets Such Borrower shall not consolidate with or merge into any other Person or convey, transfer or lease (whether in one transaction or in a series of transactions) all or substantially all of its properties and assets to any Person, unless: