Preliminary Notes. 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. 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. The term “
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. 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. 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.
2.2 eVision provides Distribution Partners a portfolio of products and services for resale. It also provides products and services (promotional materials, personalized homepage ...), which are available to the Distribution Partners with or without a fee, as the case may be.
2.3 eVision also provides regular reassessment of products and services in order to ascertain that they are still in conformity with the market and makes changes or expands the line, as the need may arise.
2.4 eVsion also assumes responsibility for collections from customers and settles earned commission claims at fixed points in time. Commissions are paid into a bank account.
2.5 eVision intends to strengthen its business capital by taking up qualified subsidiary shareholder loans.
2.6 eVision operates a web page (xxxx://xxxxxxxxxxxxx.xx, xxxx://xXxxxxx.xx/wordpress, xxxx://xxxxx0xxx.xxx at al.) for the convenience of Investors wishing to grant such qualified subsidiary shareholder loans with ease. Qualified subsidiary shareholder loans awared at these sites are legally binding after funds have been remitted through an online payment service or via a bank transfer. Qualified subsidiary shareholder loans can be assigned for individual eVision projects or they can be awarded to eVision without a specific intended use.
2.7 Each project has its own investment limit, goverend by its own particular Shareholder Loan Agreement. The Investor receives a percentage of the earnings of the specified project ("Share" hereinafter and in the web pages). With webet4you, 50.- Euros buys one Share. This amount differs for other projects. The percentage of earnings also varies and was shown to the Investor on the home page or upon request in writing.
2.8 With this present Agreement, Investors grant a Participating Shareholder Loan to eVision. With this present Agreement, Investors grant eVision a Shareholder Loan. Participatory Shareholder Loans do not entitle the holder to participation in company business. eVision does grant Investors full repayment of the face value on maturity (during its run-time the loan is non-callable), payment of a fixed-rate, non-profit-dependent interest upon the face value of the loan,and a profit-dependent bonus interest payment after any exit event of the specific project, if any, or of ...
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.
1.2. The terms, conditions and other provisions of the agreement govern the use of the portal in terms of the making of any and all reservations, amendments, cancellations and other legally binding arrangements in terms of the Travel Services, by the Agent with TDTT. This Agreement shall apply to all Travel Services reserved, requested, arranged or otherwise booked by the Agent with TDTT whether telephonically, by e-mail, using the portal, or another method.
1.3. By entering into this Agreement the Agent undertakes to specifically draw to each Client’s attention, the content directly affecting the interests of each Client.
1.4. The acceptance by the Agent of this Agreement confirms a contractual relationship between the Agent and TDTT Group. This Agreement supersedes and replaces any previous agreement between the Agent and TDTT Group relating to the subject matter hereof. Once signed by the Agent and TDTT, the Agent will be permitted to access the portal and other reservation services offered by TDTT as outlined in this Agreement.
1.5. This Agreement shall commence on the Commencement Date and it shall continue in perpetuity subject to any amendment as per clause 1.6 below. Notwithstanding the above provision, and without prejudice to any other rights or remedies of the TDTT Group set out in this Agreement, TDTT shall be entitled to terminate this Agreement at any time upon 20 (twenty) business days written notice of termination to the Agent.
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”).
(b) The Company has outstanding secured indebtedness originally extended by Xxxxx Fargo Bank and its affiliates (“Xxxxx Fargo”) aggregating approximately $21.9 million (the “Secured Indebtedness”) as of the date hereof. The amount of the Secured Indebtedness substantially exceeds the fair market value of the Company’s assets. The Company has been in default in respect of the Secured Indebtedness commencing as of March 31, 2016. Since that date, the Company has continued operations under a series of forbearance agreements with Xxxxx Fargo (the “Forbearance Agreement”), pursuant to which Xxxxx Fargo agreed to forbear from exercising its remedies in respect of the Secured Indebtedness for limited periods of time and upon the satisfaction by the Company of certain conditions.
(c) Effective October 26, 2016, Tiger Finance, LLC (“Tiger”) acquired all of the Secured Indebtedness from Xxxxx Fargo and extended the effectiveness of the Forbearance Agreement to December 12, 2016. Effective December 12, 2016, Permian Pelican, LLC (“Pelican”), acquired all of the Secured Indebtedness from Tiger and extended the effectiveness of the Forbearance Agreement to January 31, 2017.
(d) The forbearance agreement provides that Pelican will restructure the Secured Indebtedness if the Company is able to consummate a recapitalization plan, satisfactory to Pelican (the “Recap”), that will, at a minimum, result in the surrender of the Exchange Securities in exchange for the issuance of shares of common stock of the Company (“Aly Energy Common Stock”) prior to January 31, 2017.
(e) Pelican has proposed to the Company that, after giving effect to the consummation of the Recap and the restructure of the Secured Indebtedness:
(i) Approximately $16.9 million of the Secured Indebtedness will be converted into 16,900 shares of convertible preferred stock of the Company having an original liquidation p...
Preliminary Notes. 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
Preliminary Notes. This Agreement is legally binding on both the Parties and both the Parties hereto have agreed on the following:
a) The Service Provider is a registered company to provide financial advisory services or activities related to financial services to international capital markets;
b) That there are no circumstances which would legally and/or formally prevent implementation of activities between the two Parties identified by this Agreement;
c) The Client has appointed the Service Provider on to facilitate service of trading through Contract for Difference, register an account(s) with regulated Brokerage(s) company for the purpose of trading under conditions defined in this Agreement and has submitted the authorization Limited Power of Attorney (Article 2 of the Agreement) to the Service Provider, on the basis of which, the Service Provider is entitled and obligated to act on behalf of the Client and to give instructions for trading on the Client's behalf, to place orders to conclude transactions with assets available on the Client’s trading accounts and to provide unlimited and independent instructions based on the available balance of the Client’s accounts;
d) Prior to concluding this Agreement, both Parties are familiar with the content of cooperation, methods of performance of the agreement and conditions to fulfil mutual obligations and there are no circumstances which would hinder the implementation of commitments undertaken by one or other contracting Party;
e) The contracting Parties expressly declare their mutual interest to conclude this contractual relation and the conclusion of it, reflects their own and genuine intention;
f) Based on this Agreement, the Parties will hereafter determine ways to meet their obligations and rights, as well as the conditions of cooperation;
g) Account will be opened with regulated Brokerage(s) company. Deposits and withdrawals will be processed by regulated Brokerage(s) company.
