If Messrs Sample Clauses

If Messrs. Walkxx xxx Lernxx xxxee upon the individuals to become (or remain) members of the Board of Directors of Parent after the Effective Time, their agreed upon nominees shall make up such Board of Directors. If Messrs. Walkxx xxx Lernxx xxx unable to agree, then Mr. Xxxxxx xxxll propose five nominees, which nominees shall be reasonably acceptable to the Company and Mr. Xxxxxx xxxll propose four nominees, which nominees shall be reasonably acceptable to Parent and such nine nominees shall make up such Board of Directors. Selection of the post-Effective Time Board of Directors shall be completed no later than 30 days prior to the earlier of the Company Shareholder Meeting and the Parent Shareholder Meeting.
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If Messrs. Wardle and Butera's xxxxxnxx xxxership of the then outstanding stock xx xxe Acqxxxxx xxlls below twenty-five percent (25%) but remains above ten percent (10%), then Mssrs. Wardle and Butera shall forfeit the right to appoint the Wardle Boarx Xxxx, Butxxx Xxard Seat, two of the three Wardle/Butera Xxxxx Seats and thx Xxxxth Wardle/Butera Board Seat (ix xxxx xxxxx has vested; if the right has xxx xexxxx, Messrs. Wardle and Butera shall lose the right to appoint when that right woxxx xxst). Xxxx xrovision shall not prevent Mssrs. Wardle and Butera from appointing either Mr. Wardle or Mr. Butera to xxxx the sxxxxx of the two Wardle/Butera Xxxxx Xxxts.
Sample 1
If Messrs. Wardle and Butera's xxxxxxex xxxxrship of the then outstanding stock xx xxe Acqxxxxx xxlls below ten percent (10%), then Mssrs. Wardle and Butera shall forfeit the right to appoint the Wardle Boarx Xxxx, Butxxx Xxard Seat, the Wardle/Butera Board Seats xxx xxe Fourth Wardxx/Xxxera Board Seat (ix xxxx xxxxx has vested; if the right has xxx xexxxx, Messrs. Wardle and Butera shall lose the right to appoint when that right woxxx xxst).
Sample 1
If Messrs. Walker and Mickelson resolve the disagreement during the Ixxxxxx Discxxxxxx Xxriod, Purchaser and Seller will cause them to issue joint instructions setting forth such resolution, and Seller and Purchaser shall take such actions (which may include the payment by Purchaser of (if Purchaser has not made any escrow deposit), the execution of joint instructions for disbursement by the Escrow Agent of (if Purchaser has made an escrow deposit), and/or the retention by Purchaser or the Escrow Agent of, all or a portion of any Target Amount or the undertaking of remedial measures by Seller or Purchaser) as may be set forth therein. In the event that Messrs. Walker and Mickelson fail to resolve the disagreement during the Initxxx Xxxxxssion Period, Seller shall cause Mr. Ned Barnholt, and Purchaser shall cause Mr. John Whybrxx, xx xxxxxxx the matter in good faith and xxxxxxx xx resolve the matter within 10 Business Days following the expiration of the Initial Discussion Period (such period, the "Executive Discussion Period").
Sample 1
If Messrs. Barnholt and Whybrow resolve the disagreement during the Exxxxxxxx Discussion Period, Purchaser and Seller will cause them to issue joint instructions setting forth such resolution, and Seller and Purchaser shall take such actions (which may include the payment by Purchaser of (if Purchaser has not made any escrow deposit), the execution of joint instructions for disbursement by the Escrow Agent of (if Purchaser has made an escrow deposit), and/or the retention by Purchaser or the Escrow Agent of, all or a portion of any Target Amount or the undertaking of remedial measures by Seller or Purchaser) as may be set forth therein. In the event that Messrs. Barnholt and Whybrow fail to resolve the disagreement durixx xxx Xxecutive Discussion Period, such dispute shall be resolved by an independent arbitrator with technical expertise in business operations and information technology systems (the "Arbitrator") in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA"); provided, that if the parties cannot agree to an arbitrator, one will be appointed by the AAA; provided, further, that the Arbitrator, once selected, shall serve as Arbitrator for all subsequent disagreements and disputes to be arbitrated pursuant to this Section 3.6. Any such arbitration shall be conducted in New York, New York, such proceedings shall be in English, and any such arbitration shall be administered by the AAA in accordance with its Commercial Arbitration Rules and Title 9 of the United States Code. The Arbitrator shall be instructed to act promptly to resolve any dispute in accordance with the terms of this Agreement, it being understood that the sole issues for the Arbitrator shall be (i) whether the Target in question was satisfied as of the date in question and (ii) if so, what amount(s), if any, are payable to Seller. The Arbitrator shall issue its written decision promptly, and the Arbitrator's decision shall be final, binding and conclusive on both Purchaser and Seller. Purchaser and Seller shall cooperate with the Arbitrator in connection with this Section 3.6 (b)(iii). Without limiting the generality of the foregoing, Purchaser and Seller shall each provide, or cause to be provided, to the Arbitrator all information, and to make available at the arbitration proceeding all personnel, as the Arbitrator shall determine are reasonably necessary to resolve any disputes pursuant to this Section 3.6 (b)(iii). The expenses of the Arbitrator...
Sample 1

Related to If Messrs

  • Documents to be Delivered by Xxxxxx(s) Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

  • Xxxxxxxx Xxxxxxxx obligation to pay compensation to PaineWebber as agreed upon pursuant to this paragraph 4 is not contingent upon receipt by Xxxxxxxx Xxxxxxxx of any compensation from the Fund or Series. Xxxxxxxx Xxxxxxxx shall advise the Board of any agreements or revised agreements as to compensation to be paid by Xxxxxxxx Xxxxxxxx to PaineWebber at their first regular meeting held after such agreement but shall not be required to obtain prior approval for such agreements from the Board.

  • Xxxxxx Xxxxxxxxx 0.0 Xxxx Xxxxxment may be exxxxxxx xx xxx xxmber of counterparts, each of which shall be deemed to be an original agreement but such counterparts shall together constitute but one and the same instrument.

  • Xxxxxxxxxx Xxxxx Xxx xxxx xxx xxxxxxx xx the registered agent of the LLC for service of process on the LLC in the State of Delaware is National Registered Agents, Inc., 9 East Loockerman Street, Suite 1B, Dover, Delaware 19901.

  • Xxxxxxxx Xxxxxxxxx Xx xxxvided for in the Agreement and Declaration of Trust of the various Funds, under which the Funds are organized as unincorporated trusts, the shareholders, trustees, officers, employees and other agents of the Fund shall not personally be found by or liable for the matters set forth hereto, nor shall resort be had to their private property for the satisfaction of any obligation or claim hereunder.

  • Xxxxxxx Xxxxxxx Seller and Buyer hereby certify that they have not themselves, nor through any third parties, purchased nor caused to be purchased in the public marketplace any publicly traded shares of the Company. Seller and Buyer further certify they have not communicated the nature of the transactions contemplated by the Agreement, are not aware of any disclosure of non public information concerning said transactions, and are not a party to any xxxxxxx xxxxxxx of Company shares.

  • Xxxxxx Xxxxxxxx XXXXXX PARTDESC UNITPRICE ------ -------- --------- 0010-00744 HE PRESSURE CONTROL (20SCCM) ASSY $ [**] 0010-13150 ASSY, IHC CHAMBER D $ SHC (20SCCM) $ [**] 0010-13152 ASSY, IHC CHAMBER D & SHC (50SCCM) $ [**] 0010-35404 IHC ASSY,5200 MCVD CENTURA $ [**] 0010-35650 ASSY,INDEPENDENT HELIUM CONTROL $ [**] 0010-37643 ASSY,INDEPENDENT HELIUM CONTROL,DPS WOUT/FILTER $ [**] 0010-40240 ICH ASSY,5300 W/RSTR $ [**] 0010-76952 ASSY, IHC CHAMXXX X,X, XXD C, (50 SCCM) $ [**] 0190-18037 ASSEMBLY, DUAL IHC $ [**] 0620-02211 CABLE ASSY TRANSDUCER 27"LG 15P-D CONN $ [**] 1040-01093 METER XDCR 3.1/2 LCD 0-100 PSI 13032VDC 15PIN-D $ [**] 1350-01012 XDCR PRESS 0-100 TORR VCO D CONNECTION $ [**] 1350-01025 XDCR PRESS 100TXXX 0XXX-X +/-00XXX @ 050MA 45C $ [**] 1350-01026 XDCR PRESS 1TORR 8VCR-F +/-15VDC @ 250MA 45C $ [**] 1350-01027 XDCR PRESS 0-1000 XXXX X/XXX #0 XXX D CONN $ [**] 1350-01028 XDCR PRESS 2-1000 TORR CAJON 8 VCR FEM FTG $ [**] 1350-01045 XDCR PRESS 10TORR 8VCR-F +/-15VDC @ 250MA 45C $ [**] 1350-01067 XDCR PRESS 100MTORR 45C 15VDC 8VCR FEM FTG VERTCL $ [**] --------- Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. ATTACHMENT 1A

  • Xxxxx Xxxxxxxxx 16. You shall advise by electronic mail transmission Xxxxx Xxxxxxxxx, of the Company, and such other person or persons as the Company may request, daily (and more frequently during the week immediately preceding the Expiration Date if requested) up to and including the Expiration Date, as to the number of Old Securities which have been tendered pursuant to the Exchange Offer and the items received by you pursuant to this Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received. In addition, you will also inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as they may reasonably request. Such cooperation shall include, without limitation, the granting by you to the Company and such person as the Company may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiration Date the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. You shall prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Old Securities tendered, the aggregate principal amount of Old Securities accepted and deliver said list to the Company.

  • Xxxxxxxx Xxxxxx X.Xxxxxxxx@xxx.xxx Xxx Xxxxxx Xxxxxx.X.Xxxxxx@xxx.xxx Xxx X. Hershey Xxx.X.Xxxxxxx@xxx.xxx Date: Subject: [•], 20[•] Equity Distribution Agreement – Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between Aravive, Inc. ( “Company”), and Xxxxx Xxxxxxx & Co. ( “Agent”) dated March 26, 2019 (the “Agreement”), the Company hereby requests that Agent sell up to [•] shares of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $[•] per share. Sales should begin on the date of this Placement Notice and shall continue until [•]/[all shares are sold]. SCHEDULE 2 NOTICE PARTIES Aravive, Inc. Xxx Xxxxxxx, Chief Executive Officer xxxxxxxx@xxxxxxx.xxx Xxxxx Xxxx, Chief Financial Officer xxxxx@xxxxxxx.xxx Xxxxx Xxxx, Vice President/Finance and Principal Accounting Officer xxxxx@xxxxxxx.xxx Xxxxx Xxxxxxx & Co. Xxxx X. Riley Xxxx.X.Xxxxx@xxx.xxx Connor X. Xxxxxxxx Xxxxxx.X.Xxxxxxxx@xxx.xxx Xxx Xxxxxx Xxxxxx.X.Xxxxxx@xxx.xxx Xxx X. Hershey Xxx.X.Xxxxxxx@xxx.xxx SCHEDULE 3 FORM OF REPRESENTATION CERTIFICATE PURSUANT TO SECTION 3(Q) OF THE AGREEMENT [•], 20[•] Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, XX 00000 Sir: The undersigned, the duly qualified and elected [•], of Aravive, Inc., a Delaware corporation (the “Company”), does hereby certify in such capacity and on behalf of the Company, pursuant to Section 3(q) of the Equity Distribution Agreement, dated March 26, 2019 (the “Equity Distribution Agreement”), between the Company and Xxxxx Xxxxxxx & Co., that to the best of the knowledge of the undersigned:

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