Preliminary Notes. 1. Please note that the titles of certain agreements set forth in these Disclosure Schedules refer to certain former names of the Sellers or to the names of certain predecessor entities that have been merged into certain of the Sellers or have transferred some or all of their stock or assets to certain of the Sellers. These predecessor names and entities include:
Preliminary Notes. This agreement can be used for both officers and directors of the corporation. In some cases, a director will serve as a nominee of one or a group of investors (e.g., an individual venture capitalist serving as a nominee of a venture capital fund). Because venture capital funds with director nominees may be named as parties or otherwise incur expenses in connection with litigation against their director nominees, some venture capital funds will request that the fund, and not just their director representative, be covered by the indemnification agreement. To the extent a venture capital fund seeks indemnification for the fund itself, Section 1(d) contains bracketed optional language for the draftsperson to consider. The working group has not taken a position as to whether investor indemnification is “market.” Section 145 of the Delaware General Corporation Law (“Section 145”) is the statutory authority for indemnification of directors, officers, employees and agents of the corporation. Section 145(a) permits (but does not require) indemnification of expenses (including attorneys’ fees) as well as judgments and amounts paid in settlement in third-party actions (i.e., actions not brought by or in the right of the corporation) if the applicable standard is met. Section 145(b) permits (but does not require) indemnification of expenses (including attorney fees) but not judgments and amounts paid in settlement in derivative actions (i.e., actions brought by or in the right of the corporation) if the applicable standard is met. Thus, Section 145 draws a basic distinction between third-party and derivative actions. Section 145(c) requires indemnification of expenses (including attorney fees) if the indemnitee is successful on the merits or otherwise in a proceeding referred to in Section 145(a) or (b). Section 145(d) sets forth requirements for determining whether indemnification is permitted under Section 145(a) or (b). Section 145I permits advancement of expenses before final disposition of a proceeding subject to certain conditions. Section 145(f) provides that the statutory rights and procedures regarding indemnification are not exclusive, thus permitting indemnification under bylaws, agreements and other circumstances beyond the limits specified in Section 145. Section 145(g) allows a corporation to obtain directors’ and officers’ liability insurance (“D&O insurance”). Sections 145(h) through (k) address various other aspects of indemnification, including prov...
Preliminary Notes. An Investors’ Rights Agreement can cover many different subjects. The most frequent are information rights, registration rights, contractual “rights of first offer” or” preemptive” rights (i.e., the right to purchase securities in subsequent equity financings conducted by the Company), and various post-closing covenants of the Company.
Preliminary Notes i) A senior academic GP is defined as a clinical academic specialising in Primary Care who has a substantive contract of employment with an HE institution at Senior Lecturer level or above and is considered to be undertaking duties and responsibilities commensurate with consultant clinical academic staff. S/he will be a registered general practitioner and practising clinician normally based in an undergraduate medical school. In addition, a senior academic GP will normally but not necessarily have an honorary contract with a partner NHS Trust and be expected to take part in joint job planning and joint appraisal.
Preliminary Notes. 1.1. It is recorded that the Parties wish to enter into this Agreement in terms of which Touch Down Travel Tech (Pty) Ltd herein after referred to as TDTT, will provide the agent access to their agent portal which will provide the agent with access to multi day tours, day tours, accommodation, transfers, rail services, cruises and other services added to the portal by TDTT from time to the time (herein after referred to as Travel Services). These Travel Services are provided by TDTT Group of Companies in full or in part and/or in full or in part by Third Party Suppliers.
Preliminary Notes. 2.1 eVision is a direct marketing enterprise. A range of different products and services are marketed to end consumers through independent and self-responsibly working Distribution Partners.
Preliminary Notes. This Agreement is legally binding on both the Parties and both the Parties hereto have agreed on the following:
Preliminary Notes. (a) The Holders own (i) shares of preferred stock (“Aly Operating Preferred Stock”) of Aly Operating, Inc. (“Aly Operating”), (ii) shares of preferred stock (“Aly Centrifuge Preferred Stock”) of Aly Centrifuge Inc. (“Aly Centrifuge”), (iii) a subordinated note issued by Aly Centrifuge (the “Aly Centrifuge Subordinated Note”) and (iv) rights to contingent payments based upon the revenues of Aly Centrifuge (the “Aly Centrifuge Contingent Payments” and together with the Aly Operating Preferred Stock, Aly Centrifuge Preferred Stock and Aly Centrifuge Subordinated Notes, the “Exchange Securities”).
Preliminary Notes. The term “
Preliminary Notes i) Consultant clinical academic doctors and dentists will hold honorary NHS contracts, for clinical governance reasons and to protect their interests by making clear the nature of their relationship with the NHS organisation(s) with which the honorary contract is held.14
