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. (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:
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 e. 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 o...
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, Geschäftsführer Xxxxxxx Xxxx, "Prokurist" (holder of general commercial power of attorney) Annex 1 to the amending agreement dated Feb. 28, 2013 Control agreement between der Deutschen Telekom AG, Xxxxxxxxx-Xxxxx-Allee 140, 53113 Bonn (registered with Bonn District Court HRB 6794), - hereinafter referred to as the "Parent" - and der 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. E. The Project contemplates the following features and characteristics (all numbers are approximations and may change due to final architectural and engineering requirements): • ±272 residential housing units (collectively measuring ±299,602 sq. ft.), including a mix of unit sizes and including both market rate and affordable (i.e., inclusionary) housing units. • ±230,328 sq. ft. of Class A commercial office space. • ±95,000 sq. ft. of first class retail space, designed to attract a mix of local, regional and national retailers, service providers, including a primary care medical facility, and restaurants (the “Retail Space”). • ±28,062 sq. ft. that may either be used as retail space or which may be leased to a pre-school and early childhood development center tenant for the provision of childcare services. • ±3,000 sq. ft. community space (the “Community Space”). • A ±909 space parking garage (measuring ±385,551sq. ft.), including the provision of covered long term bicycle parking facilities for 175 bicycles. • Uncovered short term bicycle parking facilities for at least 100 bicycles. • The re-establishment of St. Xxxx Street as a 60 foot-wide through, public street running between Bank Street and Cherry Street. • The re-establishment of Pine Street as a 60 foot wide through, public street running between Bank Street and Cherry Street. • The “activation” of the north side of Bank Street and the south side of Cherry Street between St. Xxxx Street and Pine Street, including (in both instances) a high level of street design including: sidewalks within the public ROW (but wider than those currently in place, to the extent that such additional width is possible); street trees; pavers; street lighting; storm water features, sub-surface utilities and infrastructure; and the creation of multiple entry points into the retail and other spaces within the Property from those streets. • A rooftop observation deck to be made available to the public, subject to the Owner’s reasonable rules and regulations and periodic, short-term closures for private rentals and events. • The re-establishment of St. Xxxx Street, the re-establishment of Pine Street, and the activation of Bank and Cherry Streets (all as more particularly described above and below) are collectively referred to in this Agreement as the “Public Improvements”, and the balance of the Project elements described in this Agreement are referred to as the “Private Deleted: Draft 10/2/17 FINAL VERSION Improvements”....
FINAL VERSION. 5. The DES is backed by Corix or another credit-worthy guarantor that is reasonably satisfactory to the Owner, guarantying that if the DES is not operational and available to the Project by March 1, 2019, an adequate alternative interim heating solution will be provided to the Project. The Owner will be responsible for costs of thermal energy as outlined in the applicable Thermal Energy Services agreement, but the Owner shall bear no additional direct or indirect costs in connection with such interim heating solution.
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 the City with: a certification from the Project engineer that the Work was completed in accordance with the approved plans and specification; as-built drawings in hard copy, AutoCAD and PDF formats; and all additional documentation prepared by the Project engineer with respect to the Work including, without limitation, notes, photographs, reports, quality control testing reports, change orders, and submittals.
