LIMITS ON COMPANY'S OBLIGATION TO PAY CALIPER Sample Clauses

LIMITS ON COMPANY'S OBLIGATION TO PAY CALIPER. (a) Notwithstanding anything to the contrary in Section 7.2, if on any trading day during the Holding Period (other than a day when there is no Registration Statement in effect with respect to the Registrable Shares (including, without limitation, during a Suspension) or the Company's Common Stock is not listed on an established stock exchange or a national market system), the average of the Fair Market Value of the Common Stock as determined pursuant to Section 7.1(c)(i) on each of the five (5) market trading days prior to such date is equal to or greater than the Minimum Price, then for each consecutive trading day following such date on which the Fair Market Value is equal to or greater than the Minimum Price, if Caliper does not sell the Threshold Number of Registrable Shares for such day, then the Company's obligation to pay the Difference pursuant to Section 7.2 shall be deemed satisfied with respect to a number of Registrable Shares equal to the Threshold Number for such day less the number of Registrable Shares actually sold on such day; provided, however that if, on any day upon which Caliper would otherwise be required to sell shares pursuant to this Section 7.3(a), Caliper instructs the Broker to sell the Threshold Number of Registrable Shares for such day at or above the Minimum Price (net of applicable brokerage commissions) and the Broker fails to sell all of such Threshold Number of Registrable Shares at a price at or above the
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Related to LIMITS ON COMPANY'S OBLIGATION TO PAY CALIPER

  • Company’s Obligation to Pay Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Sections 3 or 4, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Any Restricted Stock Units that vest in accordance with Sections 3 or 4 will be paid to Participant (or in the event of Participant’s death, to his or her estate) in whole Shares, subject to Participant satisfying any applicable tax withholding obligations as set forth in Section 7. Subject to the provisions of Section 4, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period sixty (60) days following the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of the payment of any Restricted Stock Units payable under this Award Agreement.

  • Conditions to the Company’s Obligation to Sell The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

  • CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER The obligations of the Company to the Investor hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Investor with prior written notice thereof:

  • Conditions to the Company’s Obligation 3.2.2.1 With respect to a given Purchaser, the obligation of the Company to consummate the sale of the Subordinated Notes and to effect the Closing is subject to delivery by or at the direction of such Purchaser to the Company of this Agreement, duly authorized and executed by such Purchaser.

  • Conditions to the Company’s Obligation to Close The obligation of the Company hereunder to consummate the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing Date, of each of the following conditions:

  • Conditions to the Company’s Obligations The Company’s obligation to issue and sell the Units to the Investor shall be subject to: (i) the receipt by the Company of the purchase price for the Units being purchased hereunder as set forth on the Signature Page and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing Date.

  • Conditions to Company’s Obligation to Sell The obligation of Company hereunder to issue and sell the Securities to Investor at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:

  • CONDITIONS OF THE COMPANY'S OBLIGATION TO SELL The obligation hereunder of the Company to issue and sell the Securities to the Investor is further subject to the satisfaction, at or before each Closing Date, of each of the following conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

  • Conditions to Company’s Obligations The obligations of the Company hereunder are subject to the following conditions:

  • CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING The Company’s obligation to complete the sale and issuance of the Securities and deliver Securities to each Purchaser, individually, as set forth in the Schedule of Purchasers at the Closing shall be subject to the following conditions to the extent not waived by the Company:

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