Scheme/Offer Sanctioned Sample Clauses

The 'Scheme/Offer Sanctioned' clause defines the point at which a proposed scheme or offer, such as a merger, acquisition, or restructuring plan, becomes legally effective following approval by the relevant court or authority. In practice, this clause typically specifies that the scheme or offer is binding on all parties once it has received the necessary legal sanction, regardless of any remaining procedural steps. Its core function is to provide certainty and finality, ensuring that all stakeholders are aware of when the terms of the scheme or offer are enforceable and can be relied upon.
Scheme/Offer Sanctioned. If the Target Acquisition is pursuant to: (a) a Scheme, then the Scheme Effective Date shall have occurred; or (b) an Offer, then the Offer Unconditional Date shall have occurred, in each case without the Borrower having agreed to any Materially Adverse Amendment to the applicable Acquisition Documents except in accordance with Section 6.01(17)(b).
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Scheme/Offer Sanctioned. If the Acquisition is pursuant to: (A) a Scheme, then the Scheme Effective Date shall have occurred; or (B) an Offer, then the Offer Unconditional Date shall have occurred, in each case without Apex Buyer having agreed to any Materially Adverse Amendment to the applicable Acquisition Documents except in accordance with Section 4(b)(ii).
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Scheme/Offer Sanctioned. If the Acquisition is pursuant to: (i) a Scheme, then the Scheme Effective Date shall have occurred; or (ii) an Offer, then the Offer Unconditional Date shall have occurred.
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Scheme/Offer Sanctioned. If the Scheme has not been switched to an Offer, the Scheme Effective Date shall have occurred and the Administrative Agent shall have received certified copies of (i) the court order confirming sanction of the Scheme, (ii) the shareholder resolutions referred to in and in the form set out in the Scheme Circular, and (iii) the confirmation-of-receipt stamp with respect to the registration of the court order from Companies House (or a copy of the cover letter from Target’s solicitors delivering the court order to Companies House for registration, with confirmation of receipt by Companies House affixed); if the Scheme has been switched to an Offer, the Offer Unconditional Date shall have occurred and, in either case, there shall not have been any material amendment, supplement or modification of the Acquisition Conditions Precedent, or waiver of the Acceptance Condition or the Anti-trust Condition, not consented to by the Arrangers, other than (x) a waiver of the Acceptance Condition to permit the Offer to become unconditional with acceptance of Target Shares in an aggregate amount of not less than 75% of the Target Shares or (y) any amendments, supplements, modifications or waivers required by the Panel on Takeovers and Mergers, the High Court of England and Wales or any applicable law.
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Scheme/Offer Sanctioned. If the RPS Acquisition is pursuant to: (i) a Scheme, then the Scheme Effective Date shall have occurred; or (ii) an Offer, then the Offer Unconditional Date shall have occurred, in each case without the Company having agreed to any Materially Adverse Amendment to the applicable RPS Acquisition Documents except in accordance with Section 6.15(b).
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Scheme/Offer Sanctioned. If the Acquisition is pursuant to: (i) a Scheme, then the Scheme Effective Date shall have occurred and the Administrative Agent shall have received certified copies of (A) the Scheme Circular, (B) the Court Order and (C) the Scheme Resolutions; or (ii) an Offer, then the Offer Unconditional Date shall have occurred and the Administrative Agent shall have received certified copies of (A) the Offer Document, (B) the announcement confirming that the Offer Unconditional Date has occurred and (C) a certificate from the receiving agent substantively consistent with a certificate that would be issued for the purposes of Note 7 to Rule 10 of the Takeover Code, in either case, without any amendment to, supplement to or modification of any of the terms and conditions of the applicable Acquisition Documents other than in accordance with the provisions of Section 6.08.
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Scheme/Offer Sanctioned. If the Scheme has not been switched to an Offer, the Scheme Effective Date shall have occurred and the Administrative Agent shall have received certified copies of (i) the court order confirming sanction of the Scheme, (ii) the shareholder resolutions referred to in and in the form set out in the Scheme Circular, and (iii) the confirmation-of-receipt stamp with respect to the registration of the court order from Companies House (or a copy of the cover letter from Target’s solicitors delivering the court order to Companies House for registration, with confirmation of receipt by Companies House affixed); if the Scheme has been switched to an Offer, the Offer Unconditional Date shall have occurred and, in either case, there shall not have been any material amendment, supplement or modification of the Acquisition Documentation other than in accordance with the provisions of this Agreement or with the consent of the Administrative Agent.
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Related to Scheme/Offer Sanctioned

  • Disciplinary Sanctions The Company shall not be required to engage in the three-step dispute resolution process prior to imposing disciplinary sanctions for violation of the Agreement.

  • U.S. Sanctions The Transfer Agent represents and warrants that it has implemented policies, procedures and controls reasonably designed to detect and prevent any transaction involving an Account that is prohibited and to block assets involved in any transaction in, to, or from an Account that must be blocked under U.S. Sanctions. Consistent with the services provided by the Transfer Agent and with respect to the Accounts for which the Transfer Agent maintains the applicable shareholder information, which includes the registration for Accounts opened through NSCC/FundSERV, the Transfer Agent shall provide the services included in its policies and procedures designed to comply with U.S. Sanctions.

  • Economic Sanctions, Etc The Company will not, and will not permit any Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder or any affiliate of such holder to be in violation of, or subject to sanctions under, any law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.

  • OFAC Sanctions None of Southwest, any Southwest Entity or any director or officer or, to the Knowledge of Southwest, any agent, employee, affiliate or other Person acting on behalf of any Southwest Entity (a) engaged in any services (including financial services), transfers of goods, software, or technology, or any other business activity related to (i) Cuba, Iran, North Korea, Sudan, Syria or the Crimea region of Ukraine claimed by Russia (“Sanctioned Countries”), (ii) the government of any Sanctioned Country, (iii) any person, entity or organization located in, resident in, formed under the laws of, or owned or controlled by the government of, any Sanctioned Country, or (iv) any Person made subject of any sanctions administered or enforced by the United States Government, including, without limitation, the list of Specially Designated Nationals (“SDN List”) of the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), or by the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), (b) engaged in any transfers of goods, technologies or services (including financial services) that may assist the governments of Sanctioned Countries or facilitate money laundering or other activities proscribed by United States Law, (c) is a Person currently the subject of any Sanctions or (d) is located, organized or resident in any Sanctioned Country.

  • No Sanctions The Board and the Association agree that the Association shall not invoke “sanctions” against an individual school during the term of this Agreement. Sanctions are defined, for the purpose of this section, as actions by an association which would deem it unethical or improper for any present or future teacher to accept or continue employment in a particular school. Meetings Regarding Professional Development