Company Determination Sample Clauses

Company Determination. At least five (5) days prior to each date on which the Company issues a press release announcing its financial and operational results for the period then ended (the “earnings release”) during the Participation Term, the Company shall provide an update to the Sponsor Holders as to market activity in the Class A Common Stock and shall notify each Sponsor Holder as to whether the Company intends to organize an offering among the Sponsor Holders to sell all or any portion of their Registrable Securities in an Underwritten Offering, Block Trade, a block trade pursuant to Rule 144 or Other Coordinated Offering during the open trading window following such earnings release (each such organized offering, an “Organized Offering”).

Company Determination. Any determination that the Company or its Board of Directors must make pursuant to this Agreement shall be made in good faith and shall be binding on the Warrant holder, except as set forth herein. The Company shall give the holder of the Warrant written notice of any such determination by the Company or its Board of Directors.

Company Determination. The Company shall notify the Sponsor Holder any time it decides to organize an offering for the Sponsor Holder to sell all or any portion of its Registrable Securities in an Underwritten Offering, Block Trade, a block trade pursuant to Rule 144 or Other Coordinated Offering during the Participation Term (each such organized offering, an “Organized Offering”).

Company Determination. On the Business Day immediately prior to the Closing Date, the Company’s Chief Financial Officer shall deliver to Parent a certificate setting forth: (i) Company’s good faith estimation of the Closing Net Assets (the “Estimated Net Assets”) (ii) Company’s good faith estimation of Closing Debt (the “Estimated Debt”); (iii) Company’s good faith determination of the Specified Transaction Expenses and all other Transaction Expenses; (iv) Company’s good faith determination of the Estimated Adjustment Amount; (v) Company’s good faith determination of the Estimated Enterprise Value; and (vi) Company’s good faith determination of the number of Base Consideration Shares, all in reasonable detail together with appropriate backup documentation (including final invoices with respect to all Transaction Expenses) to support such estimations and determinations (collectively, the “Company Determination”).

Company Determination. In addition, if the Company makes such an unfair competition determination, it may demand and receive from the Optionee a restoration of the value of the benefits the Optionee received from the Plan in reliance upon the Optionee’s commitment to enter into and remain in compliance with the RCA (as reflected in Section 19), to the fullest extent permitted by law. Accordingly, if the Company demands it, the Optionee shall, within 30 days of the Company’s written demand, (x) return to the Company, in exchange for payment by the Company of the Option Price paid therefor, all the Common Shares that the Optionee has not disposed of that were purchased pursuant to this Agreement within a period of one (1) year prior to the date of the commencement of such unfair competition, and (y) with respect to any Common Shares so purchased that the Optionee has disposed of, pay to the Company in cash the difference between (i) the Option Price and (ii) the Market Value per Share of the Common Shares on the date of exercise, in each case as reasonably determined by the Company. To the extent that such amounts are not promptly paid to the Company, the Company may (to the fullest extent allowed by law) set off the amounts so payable to it against any amounts (other than amounts of non-qualified deferred compensation as so defined under Section 409A of the Code) that may be owing from time to time by the Company or a Subsidiary to the Optionee.

Company Determination. If the Company shall determine to register any of its equity securities either for its own account or for the account of a security holder or holders exercising their respective demand registration rights, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 transaction in which no stockholders who were not affiliates of a party to the Rule 145 transaction are included, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information (other than with respect to selling shareholders and their plan of distribution) as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will: (A) promptly give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (B) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by the Holders within fifteen (15) days after receipt of the written notice from the Company described in clause (i) above, except as set forth in Section 3(b)(ii) below. Such written request may specify all or a part of the Holders' Registrable Securities.

Company Determination. The Company will determine whether a Director has incurred a Separation from Service: (i) based on the facts and circumstances; (ii) subject to the provisions of this Section 1.30; and (iii) without application of the “same desk rule” under Rev. 79-336 and Rev. Rul. 80-229. The Company will determine whether an Employee, or Director has incurred a Separation from Service in accordance with Treas. Reg. §1.409A-1(h) and Applicable Guidance.