Partial Redemption and Issuance Sample Clauses

Partial Redemption and Issuance. Notwithstanding anything herein to the contrary, the Medigus Member hereby agrees that, upon such time that the Medigus Member has received a distribution (pursuant to Section 5.2(b) hereof) of one hundred percent (100%) of its Initial Capital Contribution and has been fully repaid for any outstanding Member Loans (together with interest thereon), the Manager shall cause the Company to redeem from the Medigus Member, without any further consent or action of the Members, fifty percent (50%) of the Medigus Member’s Membership Interests in the Company, equaling a thirty percent (30%) Percentage Interest in the Company (the “Redeemed Membership Interests”) and to, thereafter, issue to the ZIG Member, additional Membership Interests in the Company equaling a thirty percent (30%) Percentage Interest in the Company. Following such redemption and issuance, the ZIG Member will hold a seventy percent (70%) Percentage Interest in the Company and the Medigus Member will hold a thirty percent (30%) Percentage Interest in the Company. Notwithstanding the foregoing, the Medigus Member agrees, upon such redemption, to execute an assignment in favor of the Company of the Redeemed Membership Interests and to do and take such other actions as are reasonably necessary to effectuate such redemption.
Sample 1
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Related to Partial Redemption and Issuance

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Amendment This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Representations and Warranties Borrower represents and warrants as follows:

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Waiver of Jury Trial IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

  • Amendments This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

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