Determination of the Final Sample Clauses

Determination of the Final. Put Value and Prices and payment of the consideration for the Put Securities (a) In the event that Xxxxxx has not delivered Confirming Notifications or in the event that the Call Options or the Xxxxxx Put Options have not been exercised, the Put Options Grantors shall jointly notify the Xxxxx Parties of the possibility of a Full Exit at least thirty (30) Business Days prior to the completion of such Full Exit. Within five (5) Business Days as from such notification, the Xxxxx Parties shall select and appoint an Expert and the Put Options Grantors shall jointly select and appoint an Expert in order to perform the mission described in Schedule 1B. (b) The Put Options Grantors shall jointly notify the Xxxxx Parties of the occurrence of the completion of a Full Exit at least ten (10) Business Days prior to such completion (the “Full Exit Notice”). (c) The Full Exit Notice shall include the Put Options Grantors’ calculation of the Final Put Value and Prices and, as the case may be, the Put Earn-Out and the Put Escrow Amount and shall be accompanied by all the supporting documentation (including the reports of the Experts, if any). (d) The Xxxxx Parties may request a verification of such calculation by sending a notice of verification to the Put Options Grantors within fifteen (15) Business Days following the receipt of the Full Exit Notice. If no notice of verification has been received by the Put Options Grantors within this fifteen (15) Business Day-period, the Final Put Value and Prices and, as the case may be, the Put Earn-Out and the Put Escrow Amount determined by the Put Options Grantors shall be final and binding upon the Xxxxx Parties and each Put Options Grantor shall pay to the Xxxxx Parties the Final Put Price for each of their Put Securities and the Put Earn-Out by wire transfers of immediately cleared funds within two (2) Business Days of the first payment in cash or Cash Equivalent to be received by such Put Options Grantor pursuant to the Full Exit described in the Full Exit Notice. In any case, the Put Escrow Amount shall be paid or released pursuant to Section 14.6. (e) If one of the Xxxxx Parties delivers a notice of verification in due time, the Final Put Value and Prices and, as the case may be, the Put Earn-Out and the Put Escrow Amount shall be determined by the Agreed 1592 Arbitrator. Should the Agreed 1592 Arbitrator be unable or not willing to perform this mission, an Appointed 1592 Arbitrator shall be appointed by the Président of the...
Sample 1
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Determination of the Final. Put Value and Prices and payment of the consideration for the Put Securities
Sample 1

Related to Determination of the Final

  • Amendment, Suspension or Termination of the Plan By accepting this Award, Participant expressly warrants that he or she has received an Award of Restricted Stock Units under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.

  • Conclusion of the Agreement 1. All offers made by the Freight Forwarder are non-binding. 2. Agreements, as well as amendments of and additions to these agreements, shall only become effective if and insofar as the Freight Forwarder has confirmed these in writing or the Freight Forwarder has started to perform the Services.

  • Termination of the Plan Any other provi- sion of this plan to the contrary notwith- standing, no benefit will be paid for charges incurred by a participant or former par- ticipant after the termination of this plan.

  • Procedure for Termination, Amendment, Extension or Waiver A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors.

  • DETERMINATION OF BREACH AND TERMINATION OF AGREEMENT A. Prior to making a determination that the Applicant has failed to comply in any material respect with the terms of this Agreement or to meet any material obligation under this Agreement, the District shall provide the Applicant with a written notice of the facts which it believes have caused the breach of this Agreement, and if cure is possible, the cure proposed by the District. After receipt of the notice, the Applicant shall be given ninety (90) days to present any facts or arguments to the Board of Trustees showing that it is not in breach of its obligations under this Agreement, or that it has cured or undertaken to cure any such breach. B. If the Board of Trustees is not satisfied with such response or that such breach has been cured, then the Board of Trustees shall, after reasonable notice to the Applicant, conduct a hearing called and held for the purpose of determining whether such breach has occurred and, if so, whether such breach has been cured. At any such hearing, the Applicant shall have the opportunity, together with their counsel, to be heard before the Board of Trustees. At the hearing, the Board of Trustees shall make findings as to: i. whether or not a breach of this Agreement has occurred; ii. whether or not such breach is a Material Breach; iii. the date such breach occurred, if any;

  • Termination of the Agreement In the event of failure by the participant to perform any of the obligations arising from the agreement, and regardless of the consequences provided for under the applicable law, the institution is legally entitled to terminate or cancel the agreement without any further legal formality where no action is taken by the participant within one month of receiving notification by registered letter. If the participant terminates the agreement before its agreement ends or if he/she fails to follow the agreement in accordance with the rules, he/she shall have to refund the amount of the grant already paid, except if agreed differently with the sending organisation. In case of termination by the participant due to "force majeure", i.e. an unforeseeable exceptional situation or event beyond the participant's control and not attributable to error or negligence on his/her part, the participant shall be entitled to receive at least the amount of the grant corresponding to the actual duration of the mobility period. Any remaining funds shall have to be refunded, except if agreed differently with the sending organisation.

  • Amendment and Termination of the Plan The Board may, by resolution, at any time, amend or terminate the Plan. The power to amend or terminate the Plan shall include the power to direct the Trustee to return to the Parent all or any part of the assets of the Trust, including shares of Common Stock held in the Plan Share Reserve, as well as shares of Common Stock and other assets subject to Plan Share Awards which have not yet been earned by the Participants to whom they have been awarded. However, the termination of the Trust shall not affect a Participant's right to earn Plan Share Awards and to the distribution of Common Stock relating thereto, including earnings thereon, in accordance with the terms of this Plan and the grant by the Committee or the Board. Notwithstanding the foregoing, no action of the Board may increase (other than as provided in Section 9.01 hereof) the maximum number of Plan Shares permitted to be awarded under the Plan as specified at Section 5.03, materially increase the benefits accruing to Participants under the Plan or materially modify the requirements for eligibility for participation in the Plan unless such action of the Board shall be subject to ratification by the stockholders of the Parent.

  • Duration of the Agreement This Agreement shall come into effect on the day and year stated in Box 4 and shall continue until the date stated in Box 17. Thereafter it shall continue until terminated by either party giving to the other notice in writing, in which event the Agreement shall terminate upon the expiration of a period of two months from the date upon which such notice was given.

  • Duration and Termination of the Agreement This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate in the event of its assignment. Upon termination of this Agreement with respect to any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.

  • Amendment or Termination of Agreement This Agreement may be changed or terminated only upon the mutual written consent of the Company and Executive. The written consent of the Company to a change or termination of this Agreement must be signed by an executive officer of the Company after such change or termination has been approved by the Board.

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