Company Election. (a) Notwithstanding anything in Section 2.2(d) or Section 2.3(b)(iii) to the contrary, but subject to Section 2.3(e), the Company shall have the right to pay all or any portion of the Closing Date Amount or Company Price, as applicable, in shares of Low Vote Stock in accordance with the following procedures. At least five (5) Business Days prior to the Closing Date, the Company shall notify (the "Public Sale Notice") the Holder or each Transferor, as the case may be, as to the portion of the Closing Date Amount or Company Price, as applicable, to be paid in shares of Low Vote Stock (the "Public Sale Dollar Amount"). The number of shares of Low Vote Stock (the "Resale Stock") deliverable to the Underwriters pursuant to Section 3.2 shall be that number of shares which when sold in accordance with Section 3.2 will reasonably be expected to yield aggregate net proceeds collectively to all the Member(s), Permitted Transferee(s), Members of the Xxxxxxx Group and other Persons, if any, participating in the sale (collectively, the "Seller") (after deduction of underwriting discounts and commissions and assuming the payment by the Company of all other expenses of registration and sale of the Resale Stock) of an aggregate amount equal to the Stock Proceeds Amount.
Company Election. Subject to the terms and conditions of this Agreement, during the period beginning on the date of delivery of a written notice by the Company or the Executive, as the case may be, indicating that the Term of Employment is to be terminated, and ending on the actual date the Term of Employment is terminated, which, in any event, shall be no later than 90 days following the delivery of such notice, the Executive shall continue to perform his duties as set forth in this Agreement, and shall also perform such services for the Company as are necessary and appropriate for a smooth transition to the Executive’s successor, if any. Notwithstanding the foregoing provisions of this section, the Company may suspend the Executive from performing his duties under this Agreement following the delivery of a written notice by the Executive providing for the Executive’s resignation, or delivery by the Company of a notice providing for the Executive’s termination of employment for any reason; provided, however, that during the period of suspension (which shall end upon the actual date the Term of Employment is terminated, which in any event shall be no later than 90 days following the delivery of such notice), the Executive shall continue to be treated as employed by the Company for other purposes, and his rights to compensation or benefits shall not be reduced by reason of the suspension.
Company Election. It is understood and agreed that the Members intend to create a partnership for United States federal and state income tax purposes, and, unless otherwise agreed to hereafter by both Members, no Member shall take any action to change the status of the Company as a partnership under Treas. Reg. § 1.7701-3 or similar provision of state law. It is understood and agreed that the Members intend to create a partnership for federal and state income tax purposes only. The Manager shall file with the appropriate office of the Internal Revenue Service a partnership income tax return covering the Operations. The Members recognize that the Agreement may be subject to state income tax statutes. The Manager shall file with the appropriate offices of the state agencies any required partnership state income tax returns. Each Member agrees to furnish to the Manager any information it may have relating to Operations as shall be required for proper preparation of such returns. The Manager shall furnish to the other Member for its review a copy of each proposed income tax return at least two weeks prior to the date the return is filed.
Company Election. In order to elect to pay the Additional Interest as the sole remedy during the first 360 days after the occurrence of a Reporting Default in accordance with Section 9.04(a) hereof, the Issuer must notify all Holders, the Trustee and the Paying Agent in writing of such election prior to the beginning of such 360-day period.
Company Election. Subject to Section 3.6(h), within forty-five (45) days of the date of such Trigger Event, the Board (on the Company’s behalf) shall notify the Non-Selling Class A Members of the portion of the Called Units that the Company elects to purchase. If the Company elects to purchase none or less than all of the Called Units, it shall give the Non-Selling Class A Members written notice of the proposed sale of the Called Units within such forty-five (45) day period beginning on the date of such Trigger Event. The rights granted to the Company in this Section 3.6 shall be in addition to, and shall not be deemed to limit in any way, the Company from exercising any repurchase or redemption right pursuant to the applicable Grant Agreements.
Company Election. The Company may elect to purchase all or a portion of the Offered Securities upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to the Disposing Stockholder and the Other Stockholders within fifteen (15) days after the receipt of the Sale Notice by the Company. If the Company elects to purchase less than all of the Offered Securities, it will so notify the Other Stockholders (the “Availability Notice”) specifying the quantity of Offered Securities that the Company did not subscribe for (the “Available Securities”).
Company Election. In the event that the Common Stock trades below the Floor Price, notwithstanding any other provision, the Company may, at its sole option, elect to close up to $150,000 of the Purchase Amount on the original first Closing Date, in which case the Price per Preferred Share will be equal to the higher of: (a) the amount the Company elects to close, divided by 65; and (b) the lesser of (i) $10,000, and (ii) an amount equal to $10,000 multiplied by 85% of the average of the daily VWAPs from the Announcement Date to the first Closing Date, divided by the Floor Price.
Company Election. (a) Notwithstanding anything in Section 2.2(d) or Section 2.3(b)(iii) to the contrary, but subject to Section 2.3(e), the Company shall have the right to pay all or any portion of the Closing Date Amount or Company Price, as applicable, in shares of Low Vote Stock in accordance with the following procedures. At least five (5) Business Days prior to the Closing Date, the Company shall notify (the "Public Sale Notice") the Xxxxxxx Group Representative, on behalf of the Holder or each Transferor, as the case may be, as to the portion of the Closing Date Amount or Company Price, as applicable, to be paid in shares of Low Vote Stock (the "Public Sale Dollar Amount"). The number of shares of Low Vote Stock (the "Resale Stock") deliverable to the Underwriters pursuant to Section 3.2 shall be that number of shares which when sold in accordance with Section 3.2 will reasonably be expected to yield aggregate net proceeds collectively to all the Member(s) and Permitted Transferee(s), if any, participating in the sale (collectively, the "Seller") (after deduction of underwriting discounts and commissions and assuming the payment by the Company of all other expenses of registration and sale of the Resale Stock) of an aggregate amount equal to the Stock Proceeds Amount. (b) The term "Stock Proceeds Amount" shall mean the sum of (i) Public Sale Dollar Amount, plus (ii) interest on the Public Sale Dollar Amount, accruing from and including the Closing Date to the date of payment pursuant to Section 3.2, at a rate equal to the weighted average interest rate applicable as of the Closing Date to that portion of the consolidated indebtedness of the Company that bears interest at a floating interest rate.
Company Election. The Company may elect to stop a Pricing Period at the end of any Trading Day during the applicable Pricing Period by providing a written notice with a follow up phone call for confirmation. In such event: (i) the remaining Trading Days in the applicable Pricing Period shall be excluded from the Pricing Period for purposes of determining the Market Price, and (ii) the amount set forth in the corresponding Advance Notice shall automatically be reduced by ten percent (10%) for each such Excluded Day. In the event that the Company elects to stop a Pricing Period, it shall not be able to give a subsequent Advance Notice for a period of at least five (5) Trading Days from the last day of the Pricing Period that was stopped, unless otherwise agreed to by the Investor. Notwithstanding the foregoing, in the event that a Pricing Period has been stopped by the Company, if the Investor had sold during the Pricing Period more shares than will be purchased pursuant to previous paragraph of Section 2.01(d), then the Investor shall have the option to purchase, and the Company shall have the obligation to sell to the Investor, at the applicable Closing, up to such amount of additional Shares as shall be equal to the difference between the number of shares sold by the Investor during the Pricing Period before it was stopped and the number of Shares purchased by the Investor pursuant to this Section 2.01(d) . Notwithstanding any provision herein to the contrary, the purchase price of such Shares shall be equal to the Purchase Price determined in accordance with this Section 2.01(d). In no event shall the Company be obligated to issue such additional Shares if such issuance may result in the non-compliance with the TASE rules and/or with the provisions of the General TASE approval.
Company Election. It is understood and agreed that the Members intend to create a partnership only for federal and state income tax purposes, and unless otherwise agreed to hereafter by both Members, neither Member shall take any action to change the status of the Company as a partnership under Treas. Reg. Section 1.7701-3 or similar provision of state law. The Manager shall file with the appropriate office of the IRS and with the appropriate offices of state income tax agencies appropriate partnership income tax returns. Each Member shall furnish to the Manager any information it may have as shall be required for proper preparation of such returns. The Manager shall furnish to the other Member for its review a copy of each proposed return at least two weeks prior to the date it is filed.
