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. 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
CONNECTICUT PRESENCE. Section 9.1. Maintenance of Connecticut Presence and Remedy for Failure to Maintain Connecticut Presence.
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
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 (d) maintaining Borrower's and each subsidiary's principal bank accounts in the State of Connecticut.
Sample 1

Related to CONNECTICUT PRESENCE

  • 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.

  • Illinois The following counties in the State of Illinois: Cook, Lake, McHenry, Kane, DuPage, Will as well as any other counties in the State of Illinois in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries as of the Date of Termination.

  • Massachusetts Law to Apply -------------------------- This Contract shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.

  • Texas If You purchased this Agreement in Texas, unresolved complaints or questions concerning the regulations of service contracts may be addressed to the Texas Department of Licensing and Regulation, P.O. Box 12157, Austin, Texas 78711, telephone number (000) 000-0000 or (000) 000-0000. Obligor: Generali Warranty Services, LLC, 0 Xxxxx Xxxxx Xxxxxx, 000 Xxxxxxxxx Xx, 00xx Xx. New York, NY 00000 (000) 000-0000). Lic #779. 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. 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.

  • Massachusetts CANCELLATION section is amended as follows: The provider shall mail a written notice to the service Agreement holder, including the effective date of the cancellation and the reason for the cancellation at the last known address of the service Agreement holder contained in the records of the provider at least five (5) days prior to cancellation by the provider unless the reason for cancellation is nonpayment of the provider fee, material misrepresentation or a substantial breach of duties by the service Agreement holder relating to the Covered Product or its use. A ten percent (10%) penalty per month shall be applied to refunds not paid or credited within thirty

  • Cellular Telephone Executive shall receive reimbursement for reasonable expenses associated with Executive's use of a cellular telephone in performing his services.

  • Louisiana East Baton Rouge Xxxxx Ascension Xxxxxxxxx West Baton Rouge Avoyelles Terrebonne Richland East Xxxxxxxxx Xxxxxxxxxx Iberia Xxxxxxxx Xxxx Xxxxxxxxx Catahoula Iberville E. Bienville Xxxxxxxxxx Concordia Jefferson NE Xxxx Assumption Xxxxxxxxxx Xxxxxxxxxx NW Tensas Ascension Grant Orleans NW Catahoula Point Coupee Xxxxxxxxx Xxxxx Plaquemines NW Madison St. Xxxxx XxXxxxx St. Xxxx X. XxXxxxx Iberville Natchitoches St. Xxxxxx Xxxxxxxx Lafourche Rapides Lafayette X. Xxxxxxx St. Xxxx the Baptist Xxxxxx Orleans X. Xxxxxxx Tangipahoa Xxxx Plaquemines Union St. Xxxxxxx St. Helena St. Xxxxxxx Xxxxxxx St. Xxxxxx St. Xxxxx St. Xxxx Xxxxxxx St. Xxxxxx St. Tammany Ouachita Claiborne Acadia Washington St. Xxxx Vermilion Iberia N. St. Xxxxxx Plaquemines Maryland Xxxx Arundel Baltimore Baltimore City Harford Prince Georges Xxxxxxx Xxxxxx Michigan DuPage Xxxxxxxxxx Oakland Washtenaw Xxxxxxxx XxXxxx St. Clair Xxxxx XxXxxx Xxxxxx Mississippi Xxxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxx Issaquena Xxxxxxx Xxxxxxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxxx River Xxxxx Xxxxx Xxxxxx Stone Xxxxxxxx Xxxxxxxxx Yazoo Xxxxxxxxx Xxxxxx Copiah

  • California For residents of California, the Administrator of this Agreement is 4warranty Corporation 00000 Xxxxxxxx Xxxx Xxxx., Xxxx. 000, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000. 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. For all products other than home appliances and home electronic products, if the Agreement is cancelled: (a) within sixty (60) days of receipt of this Agreement, You shall receive a full refund of the purchase price of this Agreement provided no service has been performed, or (b) after sixty (60) days, You will receive a pro rata refund, less the cost of any service received. Arbitration provision does not prohibit a California resident from following the process to resolve complaints as outlined by the California Bureau of Electronic and Appliance Repair (BEAR). To learn more about this process, You may contact BEAR at 0-000-000-0000, or You may write to Department of Consumer Affairs, 0000 X. Xxxxxx Xxxxx, Xxxxx X, Xxxxxxxxxx, XX 00000, or You may visit their website at xxx.xxxx.xx.xxx. Informal dispute resolution is not available.

Time is Money Join Law Insider Premium to draft better contracts faster.