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Exceptions to Qualification Rights Sample Clauses

Exceptions to Qualification Rights. The Corporation shall not be required to effect a Demand Qualification unless (i) the Qualifiable Securities requested by the IQ Parties to be registered or qualified constitute the lesser of (a) at least 20% of the number of Qualifiable Securities issued to the IQ Parties on the date of this Agreement and (b) an aggregate amount of at least $25,000,000, on the basis of the prevailing stock price per share on the date of such request for a Demand Qualification. The Corporation: (a) may defer a Demand Qualification for a period of not more than 90 days, but only if the Corporation furnishes to the IQ Parties requesting the qualification a certificate signed by the Chief Executive Officer of the Corporation stating that, in the good faith judgment of the Board of Directors, effecting the qualification would materially impede the ability of the Corporation to consummate a significant transaction, including a material financing, acquisition, corporate reorganization or merger or other material transaction involving the Corporation (the 90-day deferral period shall begin on the date that such certificate is sent to the IQ Parties); (b) may defer a Demand Qualification if the Board of Directors determines in good faith that such qualification would require the disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential, until the earlier of: (i) 30 days following the date upon which such material information is disclosed to the public or ceases to be material; and (ii) 90 days after the date of the request of the IQ Parties; and (c) may defer a Demand Qualification until the end of any period during which trading in securities is otherwise restricted and for a reasonable period of time thereafter.
Exceptions to Qualification Rights. The Corporation shall not be required to effect a Demand Qualification unless the Qualifiable Securities requested by the applicable Investor to be registered or qualified constitute the lesser of (a) at least 20% of the number of Qualifiable Securities held by such Investor on the date of this Agreement and (b) an aggregate amount of at least $25,000,000, on the basis of the prevailing stock price per share on the date of such request for a Demand Qualification. In addition, the Corporation shall not be required to effect a Demand Qualification if two (2) or more Demand Qualifications have been completed within the preceding 12-month period, provided that this limitation shall not apply in respect of (i) an Investor that was unable to participate in a Demand Qualification in the preceding 12-month period pursuant to Section 4.2 due to the circumstances of such public offering (Bought Deal or a public offering which did not include a road show), or (ii) an Investor subject to a material Underwriter’s Cutback in the preceding 12-month period pursuant to a Demand Qualification or Piggy- Back Qualification in which one or more Investors participated. The Corporation: (a) may defer a Demand Qualification for a period of not more than 90 days, but only if the Corporation furnishes to the Investor(s) requesting the qualification a certificate signed by the Chief Executive Officer of the Corporation stating that, in the good faith judgment of the Board of Directors, effecting the qualification would materially impede the ability of the Corporation to consummate a significant transaction, including a material financing, acquisition, corporate reorganization or merger or other material transaction involving the Corporation (the 90-day deferral period shall begin on the date that such certificate is sent to the Investor(s) having requested the Demand Qualification); (b) may defer a Demand Qualification if the Board of Directors determines in good faith that such qualification would require the disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential, until the earlier of: (i) 30 days following the date upon which such material information is disclosed to the public or ceases to be material; and (ii) 90 days after the date of the request of the Investor(s) requesting the Demand Qualification; and (c) may defer a Demand Qualification until the end of any period during which trading in securities is otherwi...
Exceptions to Qualification Rights. The Company: (a) may defer a Demand Qualification for a period of not more than 90 days, but only if the Company furnishes to the A&P Parties requesting the qualification a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors, effecting the qualification would materially impede the ability of the Company to consummate a significant transaction, including a material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (the 90-day deferral period shall begin on the date that such certificate is sent to the A&P Parties); and (b) may defer a Demand Qualification if the Board of Directors determines in good faith that such qualification would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, until the earlier of: (i) 10 days following the date upon which such material information is disclosed to the public or ceases to be material; and (ii) 90 days after the date of the request of the A&P Parties, provided the Company has not deferred a filing in reliance on this Section 4.4 during the previous 12-month period.

Related to Exceptions to Qualification Rights

  • Qualification Rights Masterworks will have the right to request that the Company qualify on Form 1-A, or a comparable form, the resale of any Class A shares beneficially owned by Masterworks or any entity administered by Masterworks. There are no limitations or restrictions on the size or frequency of such qualification requests, other than pursuant to applicable law, provided, that all costs associated with any such qualification shall be the responsibility of Masterworks.

  • Exceptions to Limitations These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.

  • Selection Based on Consultants’ Qualifications Services estimated to cost less than $100,000 equivalent per contract may be procured under contracts awarded in accordance with the provisions of paragraphs 3.1, 3.7 and 3.8 of the Consultant Guidelines.

  • Required Qualifications At all times during the term of the Contract, Vendor shall have available, under direct employment and supervision and/or subcontract agreement fully incorporating the terms and conditions of the Contract Documents, the required qualified and properly licensed (as applicable) personnel to properly fulfill all the terms and conditions of the Contract.

  • CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA a. When agreements are to be performed in the state by corporations, the contracting agencies will be verifying that the contractor is currently qualified to do business in California in order to ensure that all obligations due to the state are fulfilled. b. Doing business" is defined in R&TC Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to taxation, rarely will a corporate contractor performing within the state not be subject to the franchise tax. c. Both domestic and foreign corporations (those incorporated outside of California) must be in good standing in order to be qualified to do business in California. Agencies will determine whether a corporation is in good standing by calling the Office of the Secretary of State.

  • IRO Qualifications The IRO shall: 1. assign individuals to conduct the Arrangements Review who are knowledgeable in the requirements of the Anti-Kickback Statute and the Xxxxx Law and the regulations and other guidance documents related to these statutes; and 2. have sufficient staff and resources to conduct the reviews required by the CIA on a timely basis.

  • Arbitrator Qualifications and Powers; Awards Arbitrators must be active members of the California State Bar or retired judges of the state or federal judiciary of California, with expertise in the substantive laws applicable to the subject matter of the Dispute. Arbitrators are empowered to resolve Disputes by summary rulings in response to motions filed prior to the final arbitration hearing. Arbitrators (i) shall resolve all Disputes in accordance with the substantive law of the state of California, (ii) may grant any remedy or relief that a court of the state of California could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award, and (iii) shall have the power to award recovery of all costs and fees, to impose sanctions and to take such other actions as they deem necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the California Rules of Civil Procedure or other applicable law. Any Dispute in which the amount in controversy is $5,000,000 or less shall be decided by a single arbitrator who shall not render an award of greater than $5,000,000 (including damages, costs, fees and expenses). By submission to a single arbitrator, each party expressly waives any right or claim to recover more than $5,000,000. Any Dispute in which the amount in controversy exceeds $5,000,000 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations.

  • STAFF QUALIFICATIONS CONTRACTOR shall ensure that all individuals employed, contracted, and/or otherwise hired by CONTRACTOR to provide classroom and/or individualized instruction or related services hold a license, certificate, permit, or other document equivalent to that which staff in a public school are required to hold in the service rendered consistent with Education Code section 56366.1(n)(1) and are qualified pursuant to Title 34 of the Code of Federal Regulations sections 200.56 and 200.58, and Title 5 of the California Code of Regulations sections 3001(r), 3064 and 3065. Such qualified staff may only provide related services within the scope of their professional license, certification or credential and ethical standards set by each profession, and not assume responsibility or authority for another related services provider or special education teacher’s scope of practice. CONTRACTOR shall ensure that all staff are appropriately credentialed to provide instruction and services to students with the disabling conditions placed in their program/school through documentation provided to the CDE (5 CCR 3064 (a)).

  • Minimum Qualifications If applicable pursuant to Article 3, I acknowledge that the Bidder meets the minimum qualification requirements established for this solicitation.

  • Arbitrator Qualifications and Powers Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in the State of California or a neutral retired judge of the state or federal judiciary of California, in either case with a minimum of ten years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator’s discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of California and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the California Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.