Missions of the Experts in connection with the Xxxxxx' Call Options and the Xxxxxx Put Options Sample Clauses

Missions of the Experts in connection with the Xxxxxx' Call Options and the Xxxxxx Put Options. (a) Mission in 2014: Each of the Experts has the following mission in 2014 (the “2014 Mission”): it shall determine the K1 and K2 multiples used in the formulas of the Estimated Notification Equity Value, Final Notification Equity Value and Notification Enterprise Value in accordance with this Schedule 1B and shall deliver to the Parties, the Company and the 1592 Arbitrator a written report in that respect no later than March 24, 2014 or, if such an extension is agreed in writing by the Parties for good cause or requested by one of the Experts at his sole discretion, no later than March 31, 2014 (the “Notification Requested Date”). On January 15, 2014 at the latest, the Expert appointed by Xxxxxx and the Expert appointed by the Financial Investors in accordance with Section 10.2 of this Agreement shall confirm in writing to Xxxxxx, the Financial Investors and the Company their capacity to perform the 2014 Mission. If one of such Experts fails to confirm its capacity in due time or informs Xxxxxx, the Financial Investors and the Company in writing that it is unable or not willing to perform the 2014 Mission, the Party having appointed this Expert shall select and appoint another Expert from the Experts List (a “2014 Substitute”) and this 2014 Substitute shall accept the 2014 Mission no later than five (5) Business days after January 15, 2014. In the absence of fraud or manifest error, the reports of the Experts with respect to the 2014 Mission shall be final and binding upon the Parties, the Company and the 1592 Arbitrator. The 2014 Mission will be performed by the 1592 Arbitrator acting alone in the event that: • either Xxxxxx or the Financial Investors refuse to appoint an Expert or do not appoint an Expert in due time; • one of the Experts or 2014 Substitute does not deliver his report on the Notification Requested Date at the latest; • the 2014 Substitute fails to accept the 2014 Mission in due time or refuses to perform the 2014 Mission All fees incurred by the Experts in connection with the 2014 Mission shall be borne by Xxxxxx and the Xxxxxx Call Grantors pro-rata their respective Imputed Holdings.
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Related to Missions of the Experts in connection with the Xxxxxx' Call Options and the Xxxxxx Put Options

  • Actions in Connection with the Distribution (a) Each of Healthcare and Electronics shall file such amendments and supplements to their respective Form 10s as Tyco may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to their respective Form 10s as may be required by the Commission or federal, state or foreign securities Laws. Each of Healthcare and Electronics shall mail to the holders of Tyco Common Stock, at such time on or prior to the applicable Distribution Date as Tyco shall determine, the Information Statement included in its Form 10, as well as any other information concerning Healthcare or Electronics, as applicable, their business, operations and management, the Plan of Separation and such other matters as Tyco shall reasonably determine are necessary and as may be required by Law.

  • Options and Futures Transactions (a) Puts and Calls Traded on Securities Exchanges, NASDAQ or Over-the-Counter.

  • Conditions Precedent to the Obligations of the Company to sell Shares The obligation of the Company to sell Shares at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • Raising of the Capital in Connection with the Initial Business Combination If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the 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 Precedent to the Obligations of the Company to sell Securities The obligation of the Company to sell Securities at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • Conditions Precedent to the Obligations of the Purchasers to Purchase Securities The obligation of each Purchaser to acquire Shares and Warrants at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by such Purchaser (as to itself only):

  • CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK The obligation hereunder of the Company to issue and sell the Put Shares to Investor is subject to the satisfaction of each of the conditions set forth below.

  • Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders Nothing in this Indenture or in the Debt Securities, expressed or implied, shall give or be construed to give to any Person, other than the parties hereto, the Holders or any Registrar or paying agent, any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all its covenants, conditions and provisions being for the sole benefit of the parties hereto, the Holders and any Registrar and paying agents.

  • Conditions to the Obligation of the Company to Consummate the Closing The obligation of the Company to consummate the Closing and to issue and sell to the Investor the Shares to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent:

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