Delivery of Budget Requirement Schedule Sample Clauses

Delivery of Budget Requirement Schedule. At any time following the first Measurement Date, in the event that the Board of Directors of Surviving Corporation II concludes that the actual performance of the Surviving Business Unit in respect of any Measurement Period has or is reasonably likely to have deviated above the maximum amount or below the minimum amount set out in any Budget Requirement (such deviation, a “Material Deviation”), the Board of Directors of Surviving Corporation II shall, at its discretion, deliver to the Chief Executive Officer of Surviving Corporation II a schedule certified by a responsible officer of the Board of Directors of Surviving Corporation II (a “Budget Requirement Schedule”) setting forth (i) the computation of all or any of: (A) the Research and Development Costs in respect of such Measurement Period, (B) the Sales and Marketing Costs in respect of such Measurement Period, (C) the G&A Costs in respect of such Measurement Period, (D) the Capital Expenditure in respect of such First Annual Measurement Period or Second Annual Measurement Period, as appropriate, or (E) the Working Capital as at such Measurement Date, (ii) where the Budget Requirement Schedule includes any of the matters set out in subsections (i)(A), (B) or (C) above, the Revenue for such Measurement Period, (iii) details of the relevant deviation from such Budget Requirements, and (iv) a remediation plan setting forth in specific detail the actions that the management of the Surviving Business Unit must take in order to remedy such Material Deviation (the “Remediation Plan”).
Sample 1
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Related to Delivery of Budget Requirement Schedule

  • Conformity with EXXXX Filing The Prospectus delivered to the Agent for use in connection with the sale of the Placement Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EXXXX, except to the extent permitted by Regulation S-T.

  • Payment Schedule All payments under this paragraph 7 shall be made to Employee at the same interval as payments of salary were made to Employee immediately prior to termination.

  • Delivery Schedule The scheduled months of delivery of the Aircraft are listed in the attached Table 1. Exhibit B describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft.

  • Post-Closing Requirements Borrowers shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance satisfactory to Agent.

  • Development Schedule The schedule for design and development of the "BASE BUILDING WORK" (as defined below) and the "TENANT IMPROVEMENTS" (as defined below), including, without limitation, the time periods for preparation, delivery, review, and approval of construction documents and performance pursuant to such documents, shall be in accordance with the Development Schedule attached hereto as Schedule A, subject to adjustment as mutually agreed by the parties in writing or as provided in this Work Letter (the "DEVELOPMENT SCHEDULE").

  • Conformity with XXXXX Filing The Prospectus delivered to the Agent for use in connection with the sale of the Placement Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via XXXXX, except to the extent permitted by Regulation S-T.

  • Closing Requirements Subsequent to Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within ten (10) business days after the date of this Agreement, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the Closing:

  • Compliance with Nasdaq Continued Listing Requirements The Company is in compliance with applicable Nasdaq continued listing requirements. There are no proceedings pending or, to the Company’s Knowledge, threatened against the Company relating to the continued listing of the Common Stock on Nasdaq and the Company has not received any notice of, nor to the Company’s Knowledge is there any reasonable basis for, the delisting of the Common Stock from Nasdaq.

  • Xxxxxxxx-Xxxxx Act Requirements To the extent any documents are required to be filed or any certification is required to be made with respect to the Issuer or the Notes pursuant to the Xxxxxxxx-Xxxxx Act, the Issuer hereby authorizes the Servicer and the Seller, or either of them, to prepare, sign, certify and file any such documents or certifications on behalf of the Issuer.

  • Filing Requirements From the date of this Agreement and until the last to occur of (i) all the Conversion Shares have been resold or transferred by the Subscribers pursuant to a registration statement or pursuant to Rule 144(b)(1)(i), or (ii) none of the Notes and Warrants are outstanding (the date of such latest occurrence being the “End Date”), the Company will (A) cause its Common Stock to continue to be registered under Section 12(b) or 12(g) of the 1934 Act, (B) comply in all respects with its reporting and filing obligations under the 1934 Act, (C) voluntarily comply with all reporting requirements that are applicable to an issuer with a class of shares registered pursuant to Section 12(g) of the 1934 Act, if the Company is not subject to such reporting requirements, and (D) comply with all requirements related to any registration statement filed pursuant to this Agreement. The Company will use its commercially reasonable best efforts not to take any action or file any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said acts until the End Date. Until the End Date, the Company will continue the listing or quotation of the Common Stock on a Principal Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market. The Company agrees to timely file a Form D with respect to the Securities if required under Regulation D and to provide a copy thereof to each Subscriber promptly after such filing.

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