Election and Records Sample Clauses

Election and Records. (i) To the extent the Buyer intends to exercise its rights under this Section 1.07, Buyer shall provide written notice to PubCo (the “Election Notice”) stating the number of Additional Shares it intends to purchase within five (5) trading days following each applicable Cut-off Date, together with a certificate signed by the Chief Executive Officer or other authorized officers or directors of the Buyer which certifies the number of Remaining Converted Shares held by the Buyer as of the applicable Cut-off Date. In the event that the Buyer fails to deliver the Election Notice within five (5) trading days following the applicable Cut-off Date, the Buyer’s right to purchase the First Tranche Additional Shares, the Second Tranche Additional Shares or the Third Tranche Additional Shares, as applicable, shall automatically terminate and be null and void, without further action on the part of any party hereto.
Sample 1
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Related to Election and Records

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Governing Law THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

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