Lower Threshold Sample Clauses

Lower Threshold. Notwithstanding Subsection 7.2(a), Sonic shall not be required to indemnify the VERITAS Indemnitees regarding any of the matters referenced in clauses (ii), (iii) or (iv) of Subsection 7.2(a), unless and until the combined total Losses of the VERITAS Indemnitees exceed $75,000. However, if that total does exceed $75,000, Sonic shall indemnify the VERITAS Indemnitees for all such Losses, not just the amount in excess of $75,000. This said, if any Losses can be attributed to one or more of those clauses but also to one or more other clauses of Subsection 7.2(a), that $75,000 threshold shall be irrelevant to those Losses.
Sample 1
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Lower Threshold. If you have provided for a lower threshold for amendments in Section 8.10, it would be appropriate to provide for a similar threshold with respect to termination in (1)(d) by replacing the words “written agreement of all Shareholders” with “an instrument or instruments in writing signed by the Shareholders who hold in the aggregate Shares representing not less than [●]% of the votes attributable to all Shares.” Sections 8.1, 8.2 and 8.2(2) shall survive any termination of this Agreement and shall continue in full force and effect in accordance with their terms even if a court or the Parties determine that one or more other provisions of this Agreement are invalid, contrary to law or unenforceable. Commentary: Arbitration – If an arbitration clause is included, ensure that the clause also survives termination, either by providing for such termination in that clause or in this Section. If the arbitration clause provides for such survival, consider inserting the following cross-reference in this Section so that all the clauses which survive termination are referenced in one place in this Agreement: “Section [●] shall survive any termination of this Agreement in accordance with Section [●] ([●]).” Notices. Any notice, demand or other communication (in this Section 8.15, a “notice”) required or permitted to be given or made under this Agreement must be in writing and is sufficiently given or made if: delivered in person and left with a receptionist or other responsible employee of the relevant Party at the applicable address set forth below; sent by prepaid courier service or (except in the case of actual or apprehended disruption of postal service) mail; or sent by facsimile transmission, with confirmation of transmission by the transmitting equipment (a “Transmission”); in the case of a notice to [●] addressed to it at: [●] [●] [●] Attention: [●] Facsimile No.: [●] with a copy to: [●] [●] [●] Attention: [●] Facsimile No.: [●] and in the case of a notice to [●], addressed to it at: [●] [●] [●] Attention: [●] Facsimile No.: [●] with a copy to: [●] [●] [●] Attention: [●] Facsimile No.: [●] Any notice sent in accordance with this Section 8.15 shall be deemed to have been received: if delivered before or during normal business hours on a Business Day in the place where the notice is received, on the date of delivery; if sent by mail, on the fifth Business Day in the place where the notice is received after mailing, or, in the case of disruption of postal service, ...
Sample 1
Lower Threshold. In the event that on or prior to December 31, 2010, X.X. Childs Equity Partners III, L.P. (“Childs”) and its affiliates and Halifax Capital Partners, L.P. each receive a net cash return (after dilution from all options) on their total investment in the Company resulting in an amount of cash at least equal to the multiple of their total investment in the Company (the “Actual Ratio”) equal to or greater than the Lower Threshold for the applicable time period below, but less than the Upper Threshold above, the unvested Target Vesting Options will become exercisable as set forth in the formula below: Lower Threshold
Sample 1
Lower Threshold. If you have provided for a lower threshold for amendments in Section 7.10, it would be appropriate to provide for a similar threshold with respect to termination in (d) by replacing the words “written agreement of all Shareholders” with “an instrument or instruments in writing signed by the Shareholders who hold in the aggregate Shares representing not less than [●]% of the votes attributable to all Shares.”
Sample 1

Related to Lower Threshold

  • Threshold Neither the Seller nor the Purchaser shall be required to make any indemnification payment pursuant to Section 8.1 or 8.2, respectively, until such time as the total amount of all Damages that have been directly or indirectly suffered or incurred by an Indemnified Party, or to which an Indemnified Party has or otherwise becomes subject to, exceeds $50,000 in the aggregate. At such time as the total amount of such Damages exceeds $50,000 in the aggregate, the Indemnified Party shall be entitled to be indemnified against the full amount of such Damages (and not merely the portion of such Damages exceeding $50,000).

  • Maximum Leverage Permit, as of any fiscal quarter end, the ratio of (a) Adjusted Portfolio Equity as of such fiscal quarter end to (b) Funded Debt as of such fiscal quarter end, to be less than 5.00 to 1.00.

  • Maximum Percentage A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent (in such capacity, the “Transfer Agent”), setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of issued and outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of issued and outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

  • Ownership Limitation; Commitment Amount At the request of the Company, the Investor shall inform the Company of the number of shares the Investor beneficially owns. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares beneficially owned by the Investor and its Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its Affiliates (on an aggregated basis) to exceed 9.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than the next business day on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. In connection with each Advance Notice delivered by the Company, any portion of the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the number of Advance Shares requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event.

  • Minimum Amounts and Maximum Number of Tranches All borrowings, prepayments, conversions and continuations of Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Loans comprising each Eurodollar Tranche shall be equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof. In no event shall there be more than five Eurodollar Tranches outstanding at any time.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution.

  • Market Capitalization At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1

  • Maximum Leverage Ratio As of the last day of each fiscal quarter, the Borrower shall not permit the ratio (the "Leverage Ratio") of (i) Consolidated Funded Indebtedness to (ii) EBITDA of the Borrower and its Subsidiaries, as at the end of and for the period of four consecutive fiscal quarters ending on such day, to be greater than (i) 2.00 to 1.00.

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