FINAL VERSION. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant, Exercise Shares or Underlying Shares in any event unless and until:
(i) The Company shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed disposition;
(ii) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or
(iii) The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and such disposition shall not be contrary to any applicable federal and/or state securities laws.
FINAL VERSION. A = the fair market value of one Exercise Share (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one Exercise Share shall be determined by the Company's Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 in connection with the Company's initial public offering of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company's initial public offering, and (ii) the number of shares of Common Stock into which each Exercise Share is convertible at the time of such exercise.
FINAL VERSION. Final memorandum addressing City comments provided as five (5) bound printed copies and one (1) electronic PDF file within ten (10) business days after receipt of City comments, unless otherwise noted or agreed upon by City’s Project Manager and Consultant’s PM.
FINAL VERSION. If the Employee does not agree with the Board’s determination of Fair Market Value, the Employee may obtain an independent valuation. The independent valuation shall be performed by a mutually agreed upon independent third party, with Executive bearing the entire cost if the independent valuation is within 7.5% of the Board’s valuation and the Company bearing the entire cost otherwise.
FINAL VERSION connection with Orexigen’s Co-Promotion of the Products in the Field throughout the Territory, as provided under and in accordance with Section 3.8.3.
FINAL VERSION. Annex 2 contains the agreement in the version as modified pursuant to this amendment agreement. This Annex 2 is only for the purpose of clarity and does not contain any provision binding on the parties. Frankfurt/Main, March 24, 2014 Gornsdorf, March 24, 2014
Section 1: Running of the controlled company
1. The controlled company is integrated financially, economically and organizationally in the controlling company. The legal independence of both companies shall remain unaffected.
2. The controlled company shall subordinate running of it to the controlling company. The controlling company shall accordingly be authorized to issue instructions to the management of the controlled company as to how the controlled company must be managed. Instructions shall be issued in writing.
3. Management of the controlled company shall still be responsible for running the business of and representing the controlled company.
FINAL VERSION. The Agreement as amended by this amending agreement is attached as Annex 1. Annex 1 has been prepared only for the sake of clarity and is not binding on the parties. Bonn, Feb. 28, 2013 Deutsche Telekom AG Xxxxxxxxx Xxxxxxx, Board of Management Xxxxxx Xxxxxxxxxx, "Prokurist" (holder of general commercial power of attorney) Frankfurt am Main, Feb. 28, 2013 DeTeMedien, Deutsche Telekom Medien GmbH Xxxxxxx Xxxxxxx, Managing Director Xxxxxxx Xxxx, "Prokurist" (holder of general commercial power of attorney) between Deutsche Telekom AG, Xxxxxxxxx-Xxxxx-Allee 140, 53113 Bonn (registered with Bonn District Court HRB 6794), - hereinafter referred to as the "Parent" - and DeTeMedien, Deutsche Telekom Medien GmbH, Xxxxxxxxxxxxxxx.00, 00000 Xxxxxxxxx xx Xxxx (registered with Frankfurt/Main District Court HRB 8959) - hereinafter referred to as the "Subsidiary" - as amended by the amending agreement dated Feb. 28, 2013
FINAL VERSION. The Parties agree and acknowledge that the Owner may pledge any rights it has to reimbursement for the agreed-upon cost of constructing the Public Improvements and any Additional Public Improvements as additional security to its lender(s) or other financing parties. At Owner’s request, the City shall enter into a separate agreement with Owner and/or with Owner’s construction lender solely with regard to the City’s reimbursement of the agreed-upon cost of constructing the Public Improvements and any Additional Public Improvements so long as such separate agreement contains terms and conditions that are consistent with those contained in this Agreement with respect to such matters and that do not impose any additional material obligations on the City or the Owner. Without limiting the foregoing, the City agrees to work cooperatively and in good faith with the Owner’s construction lender to provide the construction lender with assurance of funding for the Public Improvements in accordance with the terms and provisions of this Agreement, including without limitation by entering into a customary and commercially reasonable intercreditor agreement or collateral assignment agreement required by said construction lender (meaning that Owner may assign its rights under this Agreement to receive payment and reimbursement from the City as security for Owner’s construction loan, with the understanding that although such assignment shall be a present assignment of its rights under this Agreement, the construction lender will only enforce the assignment if Owner defaults under its construction loan). There shall be no conditions to the Owner receiving the reimbursement from the City other than the conditions set forth in Section 4(c)(i) - (vii) with respect to the Project, and the condition set forth in Section 4(c)(viii) with respect to any Additional Public Improvements that are not complete at the time that the Project is complete. Owner shall not be obligated to start the construction of the Project until the City provides the required assurances to the construction lender as set forth in this section and until the City provides documentation reasonably satisfactory to the Owner that the City is obligated to reimburse the Owner for the agreed-upon cost of constructing the Public Improvements in the manner set forth in this Agreement. The City shall be obligated to provide the documentation and the assurances referenced above even if the Owner starts construction of t...
FINAL VERSION. Budget applicable to the Public Improvements, subject at all times to the application of the reimbursement provisions described in Section 4.
FINAL VERSION. CaptureQuest shall deliver EWorldMedia's completed Customized System on or before April 25, 2002, pursuant to the following schedule:
a. On or before April 25, 2002, CaptureQuest shall start the initial programming, structure the database layout, and commence the development of the interface and template.
b. On or before April 25, 2002, CaptureQuest shall complete the interface, develop the front, complete the structure, and start the front-end interface programming.
c. On or before April 25, 2002, CaptureQuest shall program the front and backend.
d. On or before April 25, 2002, CaptureQuest shall complete the front and backend programming, check the system for bugs or errors, finalize and rollout the final version.
