Scheme Documents Sample Clauses

Scheme Documents. (i) Dispatch the Scheme Circular as soon as practicable after satisfaction or waiver in accordance with Section 8.17(c) of the pre-conditions set forth in the Scheme Press Release, and in any event within 28 days after satisfaction or waiver in accordance with Section 8.17(c) of the pre-conditions set forth in the Scheme Press Release or within such longer period as the Panel may permit. (ii) Ensure that the terms and conditions of the Scheme Circular are consistent in all material respects with the transaction described in the Draft Acquisition Agreement and Scheme Press Release (other than any inconsistency which would not be material and adverse to the interest of the Lenders) and comply with applicable law. (iii) Ensure that the terms and conditions of the Acquisition Agreement are consistent in all material respects with the terms of the Draft Acquisition Agreement (other than any inconsistency which would not be material and adverse to the interests of the Lenders) except that the cash consideration payable pursuant to the Scheme and the other terms and conditions may be different to that specified in the Draft Acquisition Agreement to the extent agreed in writing with the Senior Administrative Agent.
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Scheme Documents. (a) The Scheme Documents contain all the material terms of the Scheme Acquisition and the Scheme Circular reflects the Press Release in all material respects; and (b) to the knowledge and belief of each of the Administrative Borrower and Bidco the information included in the Scheme Documents (i) is factually correct and (ii) does not omit anything material in the context of the relevant Scheme Document.
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Scheme Documents if the Acquisition is effected by way of a Scheme: (i) a copy of the Scheme Order; (ii) a copy of the Scheme Document; in each case to be provided for information purposes only (and without any Interim Finance Party having an approval right in respect thereof); and (iii) a certificate of a duly authorised signatory of the Company confirming the occurrence of the Scheme Effective Date.
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Scheme Documents. 2.1. It is agreed that the Schemes shall be comprised of the following documents: 2.1.1. this Agreement; 2.1.2. the Report of the Appointed Actuary entitled “Transfer of Sagicor Life Inc.’s EC Business to Sagicor Life (Eastern Caribbean) Inc. - Appointed Actuary’s Opinion with respect to Open and Closed Par Funds”, which is appended hereto as Appendix A; 2.1.3. the Report of the Appointed Actuary on the Transfer, which is appended hereto as 2.1.4. the Report of the Independent Actuary, which is appended hereto as Appendix C; 2.1.5. the Audited Financial Statements of Sagicor Life Inc. for the financial year ended December 31, 2016, which is appended hereto as Appendix D; 2.1.6. the Audited Financial Statements of Sagicor Life (Eastern Caribbean) Inc. for the financial year ended December 31, 2016, which is appended hereto as Appendix E; 2.1.7. the Pro Forma Balance Sheet and Income Statement of Sagicor Life (Eastern Caribbean) Inc. for the financial year ending December 31, 2017 which is appended hereto as Appendix F. 2.2. The Transferor and the Transferee shall seek to obtain the Scheme Confirmations.
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Scheme Documents. (i) Dispatch the Scheme Circular (which shall substantially reflect the Scheme Press Release) within 28 days after the issuance of the Scheme Press Release. (ii) Ensure that the terms and conditions of the Scheme Circular are consistent in all material respects with the transaction described in the NSB Implementation Agreement and the Scheme Press Release and comply with applicable Law. (iii) Ensure that the NSB Implementation Agreement is in the form of the final draft of the NSB Implementation Agreement delivered to the Administrative Agent pursuant to Section 5.01(g) except for any amendments or other variations thereto that are not material. (iv) Ensure that the resolutions passed at the general meeting are in the form of the draft of such resolutions delivered to the Administrative Agent pursuant to Section 5.01(g) except for any amendments or other variations thereto that are not material.
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Scheme Documents. The Company undertakes that it shall: (i) jointly, with Parent, prepare the Scheme Circular together with any and all amendments thereto and all such other documents as are required by law in connection with the Scheme in any jurisdiction, and, in particular, endeavouring to procure that such documents are approved by the TRP and the JSE and any other relevant Governmental Authorities; (ii) jointly, with Parent, make such dispensation, exemption or ruling applications to the TRP, JSE or SEC as may be required or convenient in order to implement or facilitate the Scheme; (iii) post the Scheme Circular (and any required notices, reports and/or communications), convene the Company Shareholders’ Meeting and attend to such other matters as may be necessary or desirable to propose and implement the Scheme; (iv) transmit the Scheme Circular, and any notices, reports and/or communications, which are made generally available by the Company to Company Shareholders regarding the Scheme to the Depositary and, by written request to the Depositary, procure the transmittal of the Scheme Circular and any required notices, reports and/or communications to the holders of Company ADSs, in accordance with the procedures described in the Deposit Agreement; (v) procure, by written request to the Depositary, the mailing of a notice, including a voter instruction card, to holders of Company ADSs so that they may provide voting instructions to the Depositary as to the manner in which to vote the Company Ordinary Shares held by the Depositary as Company ADSs for the benefit of holders of Company ADSs, in the Company Shareholders’ Meeting for the purpose of voting on the approval of the Scheme Resolutions in accordance with the voting procedures described in the Deposit Agreement.
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Scheme Documents. The Scheme Documents, taken as a whole, contain (or once published, will contain) all the material terms of the Scheme Acquisition, in each case as at the date they are published.
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Related to Scheme Documents

  • Acquisition Documents (a) Borrowers and Guarantors have delivered, or caused to be delivered, to Agent, true, correct and complete copies of the Acquisition Documents. (b) The Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. (c) None of the Acquisition Documents have been amended or otherwise modified without the prior written consent of Agent. (d) The execution, delivery and performance of the Acquisition Documents have been duly authorized by all necessary action on the part of Parent and each of its Subsidiaries that is a party thereto and to the best of the knowledge of Borrowers and Guarantors, each other party thereto. Each of the Acquisition Documents is the legal, valid and binding obligation of the parties thereto, enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting creditors' rights generally. All actions taken by Parent and its Subsidiaries pursuant or in connection with the purchase of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong have been taken in compliance with the terms of the Acquisition Documents. (e) No party to any of the Acquisition Documents is in default with respect to any of its obligations under such Acquisition Documents in any material respect and all representations and warranties made by the parties thereto in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct as of the date hereof, except as waived in writing with the approval of Agent. The reports, financial statements, certificates and other written information with respect to the purchase of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong in connection with the Acquisition Documents, furnished to Agent by Borrowers, taken as a whole (as modified or supplemented by other written information so furnished), do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading.

  • Bidding Documents The Construction Documents, the Invitation to Bid, the Instructions to Bidders, the Bid Form, and all Addenda, upon which the Bidder submits a Bid.

  • Existing Documents The Contractor has reviewed and taken into consideration the Bidding Documents in preparing his bid.

  • Contractor’s Documents Any licensing and maintenance agreement, or any order-specific agreement or document, including any pre-installation, linked or “click through” agreement that is allowed by, referenced within or incorporated within the Contract whenever the Contract is used for a State procurement, whether directly by the Contractor or through a Contractor’s agent, subcontractor or reseller, is agreed to only to the extent the terms within any such agreement or document do not conflict with the Contract or applicable Minnesota or Federal law, and only to the extent that the terms do not modify, diminish or derogate the terms of the Contract or create an additional financial obligation to the State. Any such agreement or document must not be construed to deprive the State of its sovereign immunity, or of any legal requirements, prohibitions, protections, exclusions or limitations of liability applicable to this Contract or afforded to the State by Minnesota law. A State employee’s decision to choose “accept” or an equivalent option associated with a “click- through” agreement does not constitute the State’s concurrence or acceptance of terms, if such terms are in conflict with this section.

  • Offer Documents (a) As promptly as practicable on the date of commencement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "SCHEDULE TO") which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Parent, Purchaser and Company will each promptly correct any information provided by them for use in the Offer Documents if and to the extent that it becomes false or misleading in any material respect and Parent and Purchaser will jointly and severally take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholders, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford Company and its counsel a reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, prior to the filing thereof with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.