Technology Access Fee In consideration of the licenses and rights granted to Regado herein, Regado shall, as of the date immediately preceding the closing (the “Closing’) of the first equity financing of Regado in which Regado is assigned a pre-money valuation of not less than three million dollars ($3,000,000), issue to Archemix fully-paid and non-assessable shares of common stock of Regado equal to three and three-quarters percent (3.75%) of the total number of equity shares of Regado, on a fully diluted basis, immediately prior to the issuance of shares at the Closing. Regado shall deliver written notice of the Closing to Archemix at least ten (10) business days prior to such Closing in accordance with the notice provisions contained in Section 14.1 of this Agreement. Archemix and Regado shall enter into such agreements relating to the issuance of the common stock as are customary under such circumstances. For the purpose of this Agreement, “fully diluted basis” shall mean the aggregate of (a) the number of shares of common stock issued and outstanding on the determination date, (b) the number of shares of common stock issuable upon exercise, exchange or conversion of all exercisable, exchangeable or convertible securities outstanding on the determination date, assuming such securities were exercised, exchanged or converted on the determination date (without regard to whether such securities are actually exercisable, exchangeable or convertible on the determination date) and (c) the number of shares of common stock issuable pursuant to any other obligation or agreement of, or right granted by, Regado, whether vested or unvested, contingent or otherwise.
Success Fee If at any time while you are serving as Chief Medical Officer pursuant to that certain Employment Agreement dated on even date herewith (the “Employment Agreement”) (or during the six (6) month period after termination of your service as Chief Medical Officer if such service shall have been terminated without Cause (as defined in the Employment Agreement)) and prior to the Success Fee Expiration Date (defined below), a Covered Transaction (as defined in the Employment Agreement) that either (a) meets the Price Minimum (defined below) or (b) for which the Ambit board of directors (the “Board”) has waived the Price Minimum, shall have been consummated, you shall be eligible to receive, subject to the terms of this letter agreement, a payment (the “Success Fee”) in an amount equal to your Vested Equity Percentage Interest (defined below) multiplied by the Aggregate Gross Proceeds (defined below) actually paid or distributed pursuant to such Covered Transaction to Ambit’s stockholders and holders of options, warrants or other rights to Preferred Stock or Common Stock by reason of their ownership thereof and/or paid or distributed directly to Ambit. Notwithstanding the foregoing, however, the amount of any Success Fee payable to you shall be reduced dollar-for-dollar by any Aggregate Gross Proceeds actually paid to you pursuant to such Covered Transaction by reason of your equity position in Ambit, whether by common stock ownership, the exercise or cash-out of stock options or otherwise. In no event will the Success Fee be payable with respect to any Covered Transaction other than the first Covered Transaction that occurs following the date of this letter agreement.
No Fee for Access Registry Operator will provide, and CZDA Provider will facilitate, access to the zone file to user at no cost.
Impact Fees Impact Fees or modifications thereto which are lawfully adopted, and imposed by the City and which meet all requirements of the U. S. Constitution, Utah Constitution, law and applicable statutes, including but not limited to Utah Code Xxx. Section 11-36a-101 (2022) et seq.;
Early Access Landlord shall allow Tenant early access to the Premises approximately forty five (45) days prior to LI Substantial Completion, provided that all of the following have occurred: (i) this Lease is fully executed and delivered by Landlord and Tenant; (ii) Tenant has paid to Landlord the first month’s Base Rent pursuant to Section 3.01 and the Security Deposit pursuant to Section 3.02; and (iii) Tenant has delivered to Landlord certificates evidencing all insurance required to be carried by Tenant hereunder and similar insurance coverage for any and all of Tenant’s vendors and/or contractors. Tenant’s early access period will be deemed to begin on the date that Landlord delivers written notice of the commencement of the early access period, subject to the conditions for early access above. Tenant’s failure to meet any of the conditions for early access shall not extend or delay the Commencement Date. The purpose of Tenant’s early access is only for Tenant to install racking and other improvements and for no other purpose. Tenant’s early access to the Premises shall be subject to all of the provisions of this Lease. However, early access of the Premises shall not advance the expiration date of this Lease. Tenant shall notify Landlord promptly upon commencing commercial operation of Tenant’s business at the Premises. Notwithstanding anything to the contrary in this Lease, Landlord and Tenant shall reasonably cooperate in order to ensure that Tenant’s early occupancy does not interfere with the work of Landlord or its contractors and in the event of any interference, Landlord shall have the right to immediately terminate Tenant’s early access rights and time lost due to such interference shall be considered a Tenant Delay. Any materials of Tenant or its contractors, agents or vendors stored in the Premises during such early access period shall be at Tenant’s sole risk and Landlord will have no obligation to secure the Premises prior to the Commencement Date. Tenant shall access the Premises during the period of early access at Tenant’s sole risk. Landlord shall not be liable for any destruction, theft, vandalism or any other damage to any personal property placed, kept or stored by or on behalf of Tenant or permitted to be placed, kept or stored by Tenant during any period of early access. Tenant may not operate out of the Premises until Landlord or Tenant, as applicable, has obtained a temporary or permanent Certificate of Occupancy permitting Tenant’s use of the Premises for the Permitted Uses. The early access period shall end upon the occurrence of the Commencement Date defined in Section 1.04.
Open Access Same-Time Information System (OASIS):
1. 28A Operating Agreement of the PJM Interconnection, L.L.C. or Operating Agreement:
Upfront Fees The Borrower agrees to pay to the Agent for the benefit of the Lenders in immediately available funds on or before the Closing Date an upfront fee (the "Upfront Fee") in the amount provided in the Agent's Fee Letter.
Services Fee 5.1 The Transmission Services performed by TSO to Network User under this Standard Transmission Agreement are subject to the applicable Services fee calculated in accordance with attachment A of the Access Code for Transmission. In the event of any modification to the Regulated Tariffs, the Total Monthly Fee(s) and the Total Monthly Self-billing Fee(s) provided for in this Article 5.1 shall be adapted as from the calendar day of the entering into force of the modifications.
Additional Fee on Late Payments For any payments thirty (30) calendar days or more overdue under this Agreement, Registry Operator shall pay an additional fee on late payments at the rate of 1.5% per month or, if less, the maximum rate permitted by applicable law.
Fixed Fee If “fixed fee” is the basis of compensation, then the Consultant must complete the task(s) for the amount set forth in Column 4. Any hours worked for which payment would result in a total exceeding the amount in Column 4 are at no cost to the City.
