CONNECTICUT PRESENCE Sample Clauses

CONNECTICUT PRESENCE. Notwithstanding any other provision of this Agreement, but subject to Sections 2.3 and 14, until the Termination Date, as long as CII owns all or any portion of any Warrants, any Shares, any Notes or any other Equity Securities of the Company that are not freely saleable to the public pursuant to a public registration (including until the termination or expiration of any applicable underwriter’s lock-up agreement by which CII or a Permitted CII Transferee is bound), or Rule 144 adopted by the Commission (but only if the Common Shares are then listed for trading on a national securities exchange or is reported by Nasdaq), the Company shall not relocate (as that term is defined in Section 32-5a of the Connecticut General Statutes as in effect on the date hereof, or as such term is hereafter defined by any amendments to said Section 32-5a) outside of the State of Connecticut and shall maintain a Connecticut Presence (as hereinafter defined). A “Connecticut Presence” shall mean, collectively, (a) maintaining the principal place of business of the Company and Arvinas in the State of Connecticut, and (b) basing a majority of the Company’s employees and those of its subsidiaries’ employees, in the aggregate, in the State of Connecticut, and (c) basing the operational functions of the Company and Arvinas, including research and development, in the State of Connecticut, and (d) conducting a majority of the administrative functions of the Company and Arvinas in the State of Connecticut. The Put Parties’ sole and exclusive right and remedy for any breach by the Company of this Section 2.4 shall be the rights of the Put Parties set forth in Section 2.1. For purposes of determining whether the Company is in compliance with this Connecticut Presence covenant, the assets, revenues and employees of any business acquired by the Company on an arm’s-length basis from a non-affiliate of the Company (provided such acquired business had been operating for at least one (1) year prior to the acquisition) shall be excluded and disregarded. In addition, it shall not constitute a violation of this covenant, and this covenant shall be of no further force or effect, if the Company ceases to maintain a Connecticut Presence by virtue of an acquisition of the Company in connection with which CII receives a liquidation distribution with respect to, or cash, securities or other property in exchange for, all of the Shares and Warrants held by CII on substantially the same terms as the other...
Sample 1Sample 2
AutoNDA by SimpleDocs
CONNECTICUT PRESENCE. Borrower shall not relocate (as that term is defined in Section 32-5a of the Connecticut General Statutes) outside of the State of Connecticut and shall maintain a "Connecticut Presence". A Connecticut Presence shall mean (a) maintaining Borrower's principal place of business (including its executive offices and officers) in the State of Connecticut; (b) basing a majority of its employees and those of its
Sample 1
CONNECTICUT PRESENCE. Borrower shall not relocate (as that term is defined in Section 32-5a of the Connecticut General Statutes) outside of the State of Connecticut and shall maintain a "Connecticut Presence". A Connecticut Presence shall mean (a) maintaining Borrower's principal place of business (including its executive offices and officers) in the State of Connecticut; (b) basing a majority of its employees and those of its subsidiaries in the State of Connecticut; (c) conducting a majority of its operations and those of its subsidiaries, including manufacturing activities conducted directly or through subcontactors and vendors, in the State of Connecticut; and
Sample 1
CONNECTICUT PRESENCE. Section 9.1. Maintenance of Connecticut Presence and Remedy for Failure to Maintain Connecticut Presence. (a) So long as any amount remains outstanding and unpaid under a Note or CII has any obligations under the Assignment and Assumption Agreement, the Borrower shall maintain a “Connecticut Presence” and shall not relocate (as that term is defined in Section 32-5a
Sample 1
CONNECTICUT PRESENCE. The Company shall not relocate (as that term is defined in Section 32-5a of the Connecticut General Statutes) outside of the State of Connecticut and shall maintain a "CONNECTICUT PRESENCE," unless the Company's failure to maintain a Connecticut Presence is the sole result of a Liquidating Acquisition. A Connecticut Presence shall mean (a) maintaining the Company's principal place of business (including its executive offices and officers) in the State of Connecticut, (b) basing a majority of its employees and those of its subsidiaries in the State of Connecticut, (c) conducting a majority of its operations and those of its subsidiaries, including manufacturing activities conducted directly or through subcontractors and vendors, in the State of Connecticut, and (d) maintaining the Company's and each subsidiary's principal bank accounts in the State of Connecticut. The assets, revenues and employees attributable to any entity acquired by the Company shall not be considered when determining whether the Company has maintained a Connecticut Presence under the standards set forth above as long as such entity (1) was acquired in an arms-length transaction, (2) was not an Affiliate (as such term is defined in the Purchase Agreement) of the Company and was not controlled by an Affiliate of the Company prior to such acquisition and (3) had been in existence and operating as a business for at least one year at the time of the acquisition. For the purposes of this Section, a "LIQUIDATING ACQUISITION" shall mean any acquisition of the Company by any third party pursuant to which the Purchaser receives in the Liquidation Acquisition, in exchange for all of the Shares then held by it, a distribution on substantially the same terms as other holders of the Company's Series A Preferred Stock.
Sample 1

Related to CONNECTICUT PRESENCE

  • Connecticut If You purchased this Agreement in Connecticut, You may pursue mediation to settle disputes between You and the provider of this Agreement. You may mail Your complaint to: State of Connecticut, Insurance Department, P.O. Box 816, Hartford, Connecticut 06142-0816, Attention: Consumer Affairs. The written complaint must describe the dispute, identify the price of the product and cost of repair, and include a copy of this Agreement. In the event Your Covered Product is being serviced by an authorized service center when this Agreement expires, the term of this Agreement will be extended until covered repair has been completed. CANCELLATION section is amended as follows: You may cancel this Agreement if You return the Product or the Product is sold, lost, stolen, or destroyed. Florida: This Agreement is between the Provider, Xxxxxx Southern Insurance Company (License No. 03698) and You, the purchaser. If You cancel this Agreement, return of premium shall be based upon ninety percent (90%) of the unearned pro-rata premium less any claims that have been paid or less the cost of repairs made on Your behalf. If this Agreement is cancelled by the Provider or Administrator, return of premium shall be based upon one hundred percent (100%) of the unearned pro- rata premium less any claims that have been made or less the cost of repairs made on Your behalf. The rate charged for this service contract is not subject to regulation by the Florida Office of Insurance Regulation. ARBITRATION section of this Agreement is removed.

  • Missouri CANCELLATION section is amended as follows: A ten percent (10%) penalty per month shall be applied to refunds not paid or credited within forty-five (45) days of receipt of returned Service Agreement.

  • Wyoming CANCELLATION section is amended as follows: A ten percent (10%) penalty per month shall be applied to refunds not paid or credited within forty-five (45) days of receipt of returned Service Agreement. ARBITRATION section of this Agreement is removed.

  • Arkansas CANCELLATION section is amended as follows: A ten percent (10%) penalty per month shall be applied to refunds not paid or credited within forty-five (45) days of receipt of returned Service Agreement.

  • Arizona In the “WHAT IS NOT COVERED” section of this Agreement, exclusion (E) is removed. CANCELLATION section is amended as follows: No claim incurred or paid will be deducted from the amount to be returned in the event of cancellation. Arbitration does not preclude the consumer’s right to file a complaint with the Arizona Department of Insurance Consumer Affairs Division, (000) 000-0000. Exclusions listed in the Agreement apply once the Covered Product is owned by You.

  • Oklahoma This Agreement is not a contract of insurance. Coverage afforded under this contract is not guaranteed by the Oklahoma Insurance Guaranty Association. CANCELLATION section is amended as follows: In the event You cancel this Agreement, return of premium shall be based upon ninety percent (90%) of the unearned pro rata premium, less any claims that have been paid or less the cost of repairs made on Your behalf. In the event We cancel this Agreement, return of premium shall be based upon one hundred percent (100%) of unearned pro rata premium, less any claims that have been paid or less the cost of repairs made on Your behalf. ARBITRATION – While arbitration is mandatory, the outcome of any arbitration shall be non-binding on the parties, and either party shall, following arbitration, have the right to reject the arbitration award and bring suit in a district court of Oklahoma.

  • Indiana There is no Mortgage Loan that was originated on or after January 1, 2005, which is a "high cost home loan" as defined under the Indiana Home Loan Practices Act (I.C. 24-9).

  • Washington A ten percent (10%) penalty per month shall be applied to refunds not paid or credited within thirty (30) days of receipt of returned service agreement. We may not cancel this Agreement without providing You with written notice at least twenty-one (21) days prior to the effective date of cancellation. Such notice shall include the effective date of cancellation and the reason for cancellation. You are not required to wait sixty (60) days before filing a claim directly with the insurer. ARBITRATION section is amended to add the following: The Insurance Commissioner of Washington is the Service Provider’s attorney to receive service of process in any action, suit or proceeding in any court, and the state of Washington has jurisdiction of any civil action in connection with this Agreement. Arbitration proceedings shall be held at a location in closest proximity to the service Agreement holder’s permanent residence. You may file a direct claim with the insurance company at any time. Wisconsin: ARBITRATION section of this Agreement is removed. CANCELLATION section is amended as follows: Claims paid or the cost of repairs performed shall not be deducted from the amount to be refunded upon cancellation of this Agreement. In the “WHAT IS NOT COVERED” section of this Agreement, exclusion (L) and the “unauthorized repairs and/or parts” exclusion is removed. THIS CONTRACT IS SUBJECT TO LIMITED REGULATION BY THE OFFICE OF THE COMMISSIONER. Proof of loss should be furnished by You to the Administrator as soon as reasonably possible and within one (1) year after the time required by this Agreement. Failure to furnish such notice or proof within the time required by this Agreement does not invalidate or reduce a claim. A ten percent (10%) penalty per month shall be applied to refunds not paid or credited within forty-five (45) days of receipt of returned Service Agreement. If Administrator fails to provide, or reimburse or pay for, a service that is covered under this Agreement within sixty-one (61) days after You provide proof of loss, or if the Administrator becomes insolvent or otherwise financially impaired, You may file a claim directly with the Insurer for reimbursement, payment, or provision of the service.

  • Iowa CANCELLATION section is amended as follows: A ten percent (10%) penalty per month shall be applied to refunds not paid or credited within thirty (30) days of receipt of returned Service Agreement.

  • Oregon Upon failure of the Obligor to perform under the Agreement, the insurer shall pay on behalf of the Obligor any sums the Obligor is legally obligated to pay and any service that the Obligor is legally obligated to perform. Termination of the reimbursement policy shall not occur until a notice of termination has been mailed or delivered to the Director of the Department of Consumer and Business Services. This notice must be mailed or delivered at least 30 days prior to the date of termination. CANCELLATION section is amended as follows: You, the Service Agreement Holder may apply for reimbursement directly to the insurer if a refund or credit is not paid before the 46th day after the date on which Your Agreement is returned to the provider. ARBITRATION section of this Agreement is removed.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!