Long-stop date Definition

GLOSSARY

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What does Long-stop date mean?

In a SPA/APA, the date by which the conditions must be satisfied (or waived) for completion to take place, so as to impose ultimate certainty as to completion of the transaction.

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MVNO agreement—checklist

MVNO agreement—checklist This Checklist covers some of the main provisions to be included in a mobile virtual network operator (MVNO) agreement under which a mobile network operator supplier will provide wholesale access services to an MVNO for resale to its own retail customers. It covers some of the main provisions that are specific to an agreement of this kind. See also the Precedent: MVNO agreement. In this Checklist, the following definitions are used: • Agreement—means the MVNO agreement between the MVNO and the Supplier for the provision of the Services • End-User—means a customer of the MVNO • IPR—means intellectual property rights • MVNO—means mobile virtual network operator, the customer in the Agreement • Services—means the wholesale network services being provided to the MVNO by the Supplier • Supplier—means the mobile network operator providing network services to the MVNO The third column can be used to record observations or comments as the Checklist is worked through. Checklist Further information Notes (if any) General terms and conditions ☐ Consider duration....

Timetable—hostile offer

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Power purchase agreement (PPA)—Checklist

Power purchase agreement (PPA)—Checklist Power purchase agreements (PPAs) and consequently the checklist issues that arise will vary depending on a number of factors, including the type of energy generating technology utilised and, particularly, whether or not feedstock or fuel is required for operation of the completed facility. Whether the PPA, a short-term trading arrangement or a longer-term arrangement needed to underpin financing will also have a significant impact. This Checklist assumes a ‘conventional’ PPA where the counterparty is a licensed supplier. There are other variants, including corporate PPAs where the counterparty is an end-use customer, possibly connected to the generating facility by a direct wire. For more information about corporate PPAs, see Practice Note: Corporate Power Purchase Agreements—an introduction to structuring power purchase arrangements between large energy users and remotely located generators. What is/check the duration of the agreement? Where a PPA is required to underpin the external financing of a new generating facility, the term of PPA should coincide, so far as practicable, with the terms of any loans...

Facility agreements—construction provisions

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Discover our 102 Practice Notes on Long-stop date

Joint venture shareholders’ agreement—deadlock (50:50)

Joint venture shareholders’ agreement—deadlock (50:50) This Agreement is made on [insert date] 20[insert year] Parties 1 [Insert name of first shareholder] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] ([A]), 2 [Insert name of second shareholder] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] ([B]), and 3 [Insert name of the company in which the shares are held] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Company). BACKGROUND (A) The Company, at the date of this Agreement, has in issue ordinary shares of £[insert nominal value] each, of which one ordinary share has been issued fully paid and is registered in the name of [A] and one ordinary share has been issued fully paid and is registered in the name of [B]. (B) The Company shall carry on business in accordance with the terms and conditions of this Agreement....

Share purchase agreement—pro-buyer—corporate seller—conditional—long form

Share purchase agreement—pro-buyer—corporate seller—conditional—long form This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate entity] incorporated in [England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Seller); 2 [Insert name of purchasing corporate entity] incorporated in England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Buyer), and 3 [Insert name of guarantor entity] incorporated in England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Guarantor) [(each of the Seller, the Buyer and the Guarantor being a Party and together the Seller, the Buyer and the Guarantor are the Parties).] Background (A) The Company (as defined below) is a private company limited by shares and is incorporated in [England and...

Dive into our 51 Precedents related to Long-stop date

Do you need to specify a long-stop date for an option to be valid?

Do you need to specify a long-stop date for an option to be valid? The Perpetuities and Accumulations Act 2009 (PAA 2009) disapplied the rule against perpetuities for options and so options granted after 6 April 2010 need not specify a long-stop date. Prior to PAA 2009, a call option would be void if not exercised within 21 years. Nonetheless, in the case of a call option, a seller should note that the property may be sterilised for the duration of the option period. The buyer will often seek a

Can the National Security and Investment Act 2021 apply to corporate joint venture transactions?

Can the National Security and Investment Act 2021 apply to corporate joint venture transactions? Scope of regime As part of a general trend towards the stricter control of foreign direct investment, the National Security and Investment Act 2021 (NSIA 2021) came fully into force on 4 January 2022. It establishes a new standalone statutory regime that allows the government to review and intervene in a wide range of investments in businesses (including joint ventures) that are active in the UK or acquisitions of related assets, with the ultimate objective of protecting national security. The ability to ‘call-in’ a transactions under NSIA 2021 applies, retrospectively, to any transaction completed on or after 12 November 2020. The regime falls into two parts: • a mandatory notification regime, which applies from 4 January 2022, such that anyone acquiring control of entities that are active in 17 specific sectors in the UK, will have to be notified to the government and must be cleared before completion. The notification obligation applies regardless of...

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Share Incentives weekly highlights—4 July 2024

This week's edition of Share Incentives weekly highlights includes (1) HMRC’s publication of the employee share scheme statistics for the tax year ending 2023 and (2) a focus on executive pay, as the AGM season continues.

Corporate weekly highlights—4 July 2024

This week's edition of Corporate weekly highlights includes: details of the cases of Re Network International Holdings Plc in which the Chancery Division held it had the jurisdiction to vary/extend the long stop date for a scheme of arrangement under Part 26 of the Companies Act 2006, European Bank for Reconstruction and Development v Vysoka where the Commercial Court allowed EBRD’s application for default judgment and granted a final injunction that restrained the defendants from proceeding with and passing any resolution to increase the share capital of a company subject to a shareholders’ agreement, and Wagner v Bright Station Ventures Management Ltd, in which the King's Bench Division ruled among other matters on whether certain directors’ duties had been breached in relation to losses allegedly suffered by a company as a result of its director’s failure to ensure that the relevant company had maintained proper books, records and accounts.

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