Deliberately Left Blank. 2A.6 EMPLOYEES AND CONSULTANTS To solely bear all and any payments that the Company and the Purchaser will be required to bear in respect of the employment of any of its employees by Shamir Salads Food Industries Ltd., prior to the purchase of the assets of Shamir Salads Food Industries Ltd., by the Company.
Deliberately Left Blank. 3.1.3 Per share of Common Stock sold, the Underwriter shall be entitled to receive as compensation (i) a Commission of $ per Common Share (10%) with respect to all Common Shares sold, which compensation the Underwriter shall be entitled to deduct and retain from the proceeds of the sale of the Common Shares prior to transmittal of payment to the Company; (ii) a nonaccountable expense allowance of $ which is calculated at approximately 3% of the offering proceeds, and (iii) Stock purchase warrants (the "Underwriter's Warrants") to be sold to the Underwriter, at the closing, at a price of $.001 per Underwriter's Warrant, at a rate of one Underwriter's Warrant for every 10 Shares sold in the public offering herein. Each Underwriter's Warrant will entitle the holder thereof to purchase one share of common stock for a five year period commencing one year from the Effective Date of the Prospectus at a price of 120% of the initial public offering price. The Underwriter's Warrants shall contain provisions protecting the holders thereof against dilution and are non-transferable for one year subsequent to the Effective Date, except to Officers of the Underwriter or to members of a selling group of registered broker-dealers or their respective officers or partners, if any. In no event shall the Underwriter sell more then 20% of the Shares to officers, directors or shareholders of the Company. The Company will include the Underwriter's Warrants and the underlying Underwriter's Stock in the registration statement to be filed under the Securities Act regarding the Company's public offering of 1,200,000 shares of common stock. In addition, for a period of five (5) years commencing one (1) year from the effective date, upon the written demand of at least 50% of the beneficial holders of the Underwriter's Warrants and/or securities underlying the same, the Company agrees, on one occasion at the expense of the Company (excluding underwriting discounts, commissions, fees and expenses of the holder's counsel) and on a second occasion at the expense of such holders, to promptly register the underlying securities for purposes of a public offering. The Underwriter's Warrants shall be in the form annexed hereto and filed as an exhibit to the Registration Statement. The Company has agreed that in the event it shall cause a future Registration Statement or Offering Statement other than a post effective amendment to be filed with the Securities and Exchange Commission, the Underwrit...
Deliberately Left Blank. 5.4. Keep true and complete and accurate books of record and account in accordance with sound accounting principles, and, in order to allow the County to monitor compliance with this Agreement, upon reasonable notice and during normal business hours, allow the County upon the County's request to examine and take extracts from the books and records of Provider, and submit to the County, within six (6) months of the close of Provider's fiscal year, a statement of profits or losses, revenues and expenditures from such fiscal year in the form submitted by Provider with its tax returns. Further, a separate accounting must be established for the HOME Loan proceeds and the activity, providing sufficient detail to identify all proceeds and their application.
Deliberately Left Blank. (c) The parties desire to update the Agreement to amend line item 2.a. to correctly identify the number of Connected Subscribers in the first tier of Connected Subscribers for [********] Services API Support Services Fees. As a result, Schedule F, “Fees,” Section 1., “CSG Services,” Section II, “Interfaces,” subsection F, “[********] Services API,” is deleted in its entirety and replaced as follows:
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