Mourant du Feu Sample Clauses

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Mourant du Feu. Jeune , legal advisers in Jersey to the Lender Parties, substantially in the form of Exhibit B-2 attached hereto; and

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• Commencement of Regular Sales of Common Stock Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Fifty Thousand (50,000) Purchase Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as may be adjusted from time to time (the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date, provided that the Closing Sale Price of the Common Stock is not below the Floor Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit may be increased to up to Seventy-Five Thousand (75,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $6.00 on the Purchase Date, and (ii) the Regular Purchase may be increased to up to One Hundred Thousand (100,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $7.50 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

• Xxxxxxxx Tobacco Co the jury returned a verdict in favor of the plaintiff, found the plaintiff to be 30% at fault and RJR Tobacco to be 70% at fault, and awarded $9 million in compensatory damages and $1 million in punitive damages. For a detailed description of the above-described cases, see “— Xxxxx and Xxxxx Progeny Cases” below. In addition, since the end of the third quarter of 2013, jurors returned a verdict in the following Xxxxx Progeny case:

• Earnxxx Xxxey Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver Purchaser's check in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe "Title Company"). The Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (2) business days after the expiration of the Inspection Period, Purchaser will deposit with the Title Company the additional sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum shall be added to and become a part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, the Title Company shall immediately disburse the entire $100,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 earnxxx xxxey deposit shall be non-refundable to the Purchaser except in the event of a default by Seller hereunder, but, if this Contract closes, then the entire $100,000.00 earnxxx xxxey deposit shall be applied in partial satisfaction of the purchase price payable at closing. In the event that this Contract is not closed, then the earnxxx xxxey shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract by Seller.

• CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCE SALES OF SHARES OF COMMON STOCK The right of the Company hereunder to commence sales of the Purchase Shares on the Commencement Date is subject to the satisfaction or, where legally permissible, the waiver of each of the following conditions:

• Xxxxxxxxx Benefits Subject to Section 4.C, Executive shall be entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above:

• Xxxxxxx Xxxxxxx Policy The terms of the Partnership’s xxxxxxx xxxxxxx policy with respect to Units are incorporated herein by reference.

• Compensation of Xxxxx Xxxxx For the services, payments and facilities to be furnished hereunder by Xxxxx Xxxxx, Xxxxx Xxxxx shall be entitled to receive from the Trust the compensation described on Appendix A hereto.

• Reservation of Shares; Listing; Payment of Taxes; etc (a) The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue upon exercise of Warrants, such number of shares of Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of the Warrants shall, at the time of delivery thereof, be duly and validly issued and fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, and that upon issuance such shares shall be listed on each securities exchange, if any, on which the other shares of outstanding Common Stock of the Company are then listed.

• Xxxxxxxx, President ACKNOWLEDGED AND ACCEPTED ------------------------- State Street Bank and Trust Company By: /s/ -------------------------------

• Hart-Xxxxx-Xxxxxx Xxe provisions of the Hart-Xxxxx-Xxxxxx Xxx are not applicable to the transactions contemplated hereby and neither the Corporation nor Seller is required to make any filings or submissions to obtain any approvals thereunder in connection herewith.