MODULE TWO Sample Clauses

MODULE TWO. Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
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MODULE TWO. Controller-Processor
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MODULE TWO. [ ** ] Objective(s): - Construction of [ ** ]
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MODULE TWO. To the extent that Customer acts as data controller and Billtrust acts as data processor, Customer (which will take on the obligations of “data exporter” for the purposes of the Standard Contractual Clauses) and Billtrust (which will take on the obligations of “data importer” for the purposes of the Standard Contractual Clauses) hereby enter into, the Standard Contractual Clauses (including their additional constituent elements, as set out in Exhibit A, as applicable), which are incorporated by this reference and constitute part of the Addendum as follows: - Module Two will apply; - in Clause 7, the optional docking Clause will not apply;in Clause 9, Option 2 will apply, and the time period for prior notice of sub-Processor changes shall be as set out in clause 4.3 of Module 2 of the Addendum; - in Clause 11, the optional language will not apply; - in Clause 17, Option 1 will apply, and the EU SCCs will be governed by the laws that apply pursuant to Section 8.7 of the Terms; - in Clause 18(b), disputes shall be resolved before the courts that are competent pursuant to Section 8.7 of the Terms; - in Annex I: - Part A: with the information set out in the heading and Exhibit A; - Part B: with the relevant Processing Annex(ures) set out in Exhibit A; and - Part C: in accordance with the criteria set out in Clause 13(a) of the EU SCCs; - Annex II: with the security measures set out in exhibit A to the Agreement.
Sample 1
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MODULE TWO. To the extent that Customer acts as data controller and Billtrust acts as data processor, Customer (which will take on the obligations of “data exporter” for the purposes of the Standard Contractual Clauses) and Billtrust (which will take on the obligations of “data importer” for the purposes of the Standard Contractual Clauses) hereby enter into, the Standard Contractual Clauses (including their additional constituent elements, as set out in Exhibit A to this Addendum, as applicable), which are incorporated by this reference and constitute part of this Addendum as follows:
Sample 1
MODULE TWO. The EU Standard Contractual Clauses shall be governed by the Module Two (Transfer controller to processor) clauses in all applicable instances, and the Client and/or the Client’s EU affiliates shall be the data exporter and K2 shall be the data importer.
Sample 1

Related to MODULE TWO

  • Form S-3 Eligibility The Company is eligible to register the resale of the Securities for resale by the Purchaser on Form S-3 promulgated under the Securities Act.

  • Form S-3 Demand If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty percent (20%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

  • Form S-3 The Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the SEC as required pursuant to the rules of Form S-3.

  • Form S-1 Demand If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of not less than forty percent (40%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding, the anticipated aggregate offering price of which, net of Selling Expenses, would exceed $10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

  • Filing of Current Report and Registration Statement The Company agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC, within twenty (20) Business Days from the date hereof, a new registration statement (the “Registration Statement”) covering only the resale of the Purchase Shares and all of the Commitment Shares, in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives it from the Company.

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