Further Effect The parties agree to execute other documents reasonably necessary to further effect and evidence the terms of this Agreement, as long as the terms and provisions of the other documents are fully consistent with the terms of this Agreement.
Further Definitions The following terms have the meaning set forth in the Sections set forth below: Action § 4.09 Agreement Preamble Alternative Transaction § 7.05(a) Antitrust Laws § 7.13(a) BCAC Preamble BCAC Board Recitals BCAC Closing Statement § 3.06(b)
(a) BCAC Proposals § 7.01(a) BCAC SEC Reports § 5.07(a) BCAC Stockholders’ Meeting § 7.01(a) Blue Sky Laws § 4.05(b) Business Combination Proposal § 7.05(b) Certificate of Merger § 2.02(a) Certificates § 3.02(b) Claims § 6.03 Closing § 2.02(b) Closing Date § 2.02(b) CMS § 4.25(a) Code § 3.02(b) Company Preamble Company Board Recitals Company Disclosure Schedule Article IV Company Permits § 4.06 Company Share Awards § 4.03(a) Company Stockholder Approval § 4.18 Confidentiality Agreement § 7.04(b) Continuing Employees § 7.06(c) Contribution § 4.13(e) Data Security Requirements § 4.13(g) DGCL Recitals Dissenting Shares § 3.05(a) Effective Time § 2.02(a) Environmental Permits § 4.15 Equity Plan § 7.06(a) Equity Purchase Agreement Recitals ERISA § 4.10(a) ERISA Affiliate § 4.10(b) Estimated Closing Statement § 3.06(a) Exchange Act § 4.21 Exchange Agent § 3.02(a) Exchange Fund § 3.02(a) Exchanged Option § 3.01(d) Financial Statements § 4.07(b) GAAP § 4.07(a)
(a) Initial Post-Closing BCAC Directors § 2.05(b) Insurance Policies § 4.17(a) IRS § 4.10(a) Intended Tax Treatment Recitals Ladenburg § 5.12 Lease § 4.12(b) Lease Documents § 4.12(b) Letter of Transmittal § 3.02(b) Lincoln Park Recitals Material Contracts § 4.16(a) Merger Recitals Merger Sub Preamble Merger Sub Board Recitals Merger Sub Common Stock § 5.03(b) OIG § 4.25(a) Outside Date § 9.01(b) Outstanding BCAC Transaction Expenses § 3.04(b) Outstanding Company Transaction Expenses § 3.04(a) PCAOB Financial Statements § 7.14 Per Share Merger Consideration § 3.01(a) Plans § 4.10(a) Prior Financial Statements § 4.07(a) Private Placements Recitals Proxy Statement § 7.01(a) Registration Rights and Lock-Up Agreement Recitals Registration Statement § 7.01(a) Remedies Exceptions § 4.04 Representatives § 7.04(a) SEC § 5.07(a) Securities Act § 5.07(a) Stockholder Support Agreement Recitals Subscription Agreement Recitals Surviving Corporation § 2.01 Tax § 4.14(v) Tax Return § 4.14(v) Terminating BCAC Breach § 9.01(g) Terminating Company Breach § 9.01(f) Top Supplier § 4.22(a) Transfer Agent Cancellation § 3.02(b) Trust Account § 5.13 Trust Agreement § 5.13 Trust Fund § 5.13 Trustee § 5.13 Unaudited Balance Sheets § 4.07(b) WARN Act § 4.11(c) Written Consent § 7.03
FURTHER TERMS For a period of three years following the date hereof, Buyer shall not contact Seller's employees, customers, landlords, or suppliers, or otherwise observe or monitor the Business, without Seller's consent; nor shall Buyer directly or indirectly solicit for employment any employees of Seller. Seller and Xxxxxx's successors, and Broker if applicable, are specifically intended to be beneficiaries of the duties and obligations of this Agreement and may prosecute any action at law or in equity necessary to enforce its terms and conditions as though a party hereto. This Agreement can only be modified in writing, signed by both Xxxxx and Seller. Waiver of any breach of this Agreement shall not be a waiver of any subsequent breach. This Agreement supersedes all prior understandings or agreements between the parties with respect to its subject matter. This Agreement shall be construed under and governed by the laws of the State of the State of California. The venue for any action instituted to enforce any terms of the Agreement shall be in the County and State where Seller’s principal placed of business located. Buyer acknowledges that it would be extremely difficult to measure the amount of damages to Seller and/or Broker arising from a breach or threatened breach of any provision of this Agreement, and that money damages would be an inadequate remedy. Seller and/or Broker shall be entitled to temporary and permanent injunctive relief to restrain the Buyer from any such breach or threatened breach. This Agreement may be signed in counterparts and faxed or emailed, and electronic signatures may be considered as originals. If Buyer is a corporation, limited liability company, partnership, or other such entity, the undersigned executes this Agreement on behalf of Buyer and represents and warrants that he or she is duly authorized to do so. In the event of any litigation to enforce this Agreement, the prevailing party shall be entitled to recover all costs and expenses incurred, including reasonable attorneys' fees and court costs, in addition to such other relief as may be awarded. Buyer acknowledges retention of a fully completed copy of this Agreement.
Further Acts, etc Mortgagor will, at the cost of Mortgagor, and without expense to Mortgagee, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, Uniform Commercial Code financing statements or continuation statements, transfers and assurances as Mortgagee shall, from time to time, reasonably require, for the better assuring, conveying, assigning, transferring, and confirming unto Mortgagee the property and rights hereby mortgaged, given, granted, bargained, sold, alienated, enfeoffed, conveyed, confirmed, warranted, pledged, assigned and hypothecated (including, without limitation, the assignment of leases and rents contained in Section 8 hereof) or intended now or hereafter so to be, or which Mortgagor may be or may hereafter become bound to convey or assign to Mortgagee, or for carrying out the intention or facilitating the performance of the terms of this Mortgage or for filing, registering or recording this Mortgage. Mortgagor, on demand, will execute and deliver and, Mortgagor hereby authorizes Mortgagee to execute in the name of Mortgagor or without the signature of Mortgagor to the extent Mortgagee may lawfully do so, one or more financing statements, chattel mortgages or other instruments, to evidence more effectively the security interest of Mortgagee in the Mortgaged Property. Notwithstanding anything to the contrary contained herein, Mortgagor shall not be obligated to execute, deliver, file or record any additional documents which increase Mortgagor's obligations under this Mortgage or the Relevant Documents. Mortgagor grants to Mortgagee an irrevocable power of attorney coupled with an interest for the purpose of exercising the rights provided for in Section 19 and this Section 20.
Further Provisions A change in the rules that apply in the user company’s business shall only be binding for the private employment agency from the time that the user company informs the private employment agency of the change or from the time that the private employment agency could reasonably have taken note of the change.
Further Duties (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations.
(b) Each Sub-Adviser shall maintain compliance procedures for the Trust that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the 0000 Xxx) and the investment objective(s) and policies as stated in the Trust's prospectus and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the 0000 Xxx) that it is or should be aware of or of any material violation of the Sub-Adviser's compliance policies and procedures that pertain to the Trust.
(c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust and to consult with the Board and the Adviser regarding the Trust's investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust.
(d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the Trust. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's net asset value per share.
(e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics.
(f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary.
(g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust or its designated agent such proxy voting information as is necessary for the Trust to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act.
(h) Each Sub-Adviser shall provide the Trust's custodian on each business day with information relating to all transactions concerning the assets of the Trust and shall provide the Adviser with such information upon request of the Adviser.
Further Execution The parties agree to take all such further action(s) as may reasonably be necessary to carry out and consummate this Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the securities that are the subject of this Agreement.
Further Cooperation The parties agree that they will, at any time and from time to time after the Closing, upon request by the other and without further consideration, do, perform, execute, acknowledge and deliver all such further acts, deeds, assignments, assumptions, transfers, conveyances, powers of attorney, certificates and assurances as may be reasonably required in order to complete the transactions contemplated by this Agreement or to carry out and perform any undertaking made by the parties hereunder.
Further Powers The Trustees shall have the power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities of the United States of America and of foreign governments, and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration, the presumption shall be in favor of a grant of power to the Trustees. The Trustees will not be required to obtain any court order to deal with the Trust Property.
Further Limitations Geron shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or applicable securities laws; or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred in violation of any of the provisions of this Agreement or applicable securities laws.
