Sale Requirements Sample Clauses

Sale Requirements. You agree that you must (and that you shall) sell, transfer or otherwise dispose of the shares of Common Stock acquired pursuant to this award of Restricted Stock Units in such manner and subject to such terms and conditions as the Company or the Employer determines within six (6) months after your termination of Service, or such other period of time as the Company or the Employer may designate from time to time to comply with applicable legal requirements, including any registration, regulation, requirement or other similar law, statute, rule or regulation promulgated or requested by the State Administration of Foreign Exchange (“SAFE”) or its local agency (the “Disposition Deadline”). You hereby authorize the Company or the Employer and appoint the Company and the Employer as your attorney-in-fact to sell on your behalf any shares of Common Stock held by you on or after the Disposition Deadline, without any further action, consent or instruction by you to facilitate compliance with applicable legal requirements. You further agree and acknowledge that you will be responsible and liable for all the costs associated with any such sale of shares of Common Stock and that neither the Company nor the Employer will be liable to you or any other person or entity for any losses or other liabilities that may result to you as a result of any such sale.
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Sale Requirements. The Subscriber agrees that he will not offer to sell, sell or otherwise transfer the Securities, or any part thereof, without registration under the Securities Act and applicable state or international securities laws, or without providing to the Company an opinion of counsel acceptable to the Company that such offer, sale or transfer is exempt from registration under the Securities Act and under applicable state or international securities laws, or otherwise permitted without violation of this Subscription Agreement.
Sample 1
Sale Requirements. Within [***] after the EFFECTIVE DATE, and [***] thereafter as set forth in Section 5.1. COMPANY shall [***];
Sample 1
Sale Requirements. If Xxxx National elects to exercise its rights under Article 4, USV shall, and cause each of its Affiliates to, (a) take such actions as may be reasonably requested by Xxxx National in connection with consummating such transaction on terms and conditions not more favorable than those contained in the Transfer Notice, (b) consent to and raise no objections against such transaction or the process pursuant to which such transaction was arranged, and (c) execute and deliver such documents as may be reasonably requested by Xxxx National in connection with any such transaction.
Sample 1
Sale Requirements. All Management Stockholders and Other Stockholders, if Kirtland elects to exercise its rights under Section 4.2(a), or the electing Management Stockholders and/or Other Stockholders if such Management Stockholders and/or Other Stockholders elect to exercise their rights under Section 4.1(a), shall (i) take such actions as may be reasonably requested by Kirtland in connection with consummating the Sale, (ii) vote in favor of, consent to, and raise no objections against, the Sale or the process pursuant to which the Sale was arranged, (iii) waive any dissenter's rights and other similar rights, (iv) if the Sale is structured as a sale of Shares, agree to sell its Shares and Options, as applicable, on the terms and conditions of the Sale and (v) execute and deliver such documents as may be reasonably requested by Kirtland in connection with any Sale, including,
Sample 1
Sale Requirements. For purposes of this Agreement, a sale of a Home is considered to occur only if an Approved Sales Contract is executed which meets the requirements of this Agreement. For purposes of this Agreement, a sale is considered to close, or close of escrow occurs, only when title to the Home passes to the buyer and Borrower receives full payment in cash of all Net Sale Proceeds of the sale. Borrower may enter into sales of Homes in the ordinary course of business with bona fide third–party buyers without Agent's prior written consent if an Approved Sales Contract which conforms to the requirements of this Agreement is executed. Notwithstanding any other provision of this Agreement to the contrary, Agent shall have no obligation to release any Lot and Home from the Lien of the Deed of Trust unless and until Borrower is in compliance with the sale requirements set forth in this Section 3.10.1 in connection with the sale and release of said Lot and Home.
Sample 1
Sale Requirements. All Other Stockholders, if Paradigm elects to exercise its rights under Section 4.2(a), or the electing Other Stockholders if such Other Stockholders elect to exercise their rights under Section 4.1(a), shall (i) take such actions as may be reasonably requested by Paradigm in connection with consummating the Sale, (ii) vote in favor of, consent to, and raise no objections against, the Sale or the process pursuant to which the Sale was arranged, (iii) waive any dissenter's rights and other similar rights, (iv) if the Sale is structured as a sale of Shares, agree to sell its Shares on the terms and conditions of the Sale and (v) execute and deliver such documents as may be reasonably requested by Paradigm in connection with any Sale, including, without limitation, written consents of stockholders, proxies, letters of transmittal, purchase agreements and stock powers, in each case so long as the Paradigm Entities also have executed such documents on no more favorable a basis than the Other Stockholders. At the closing of such Sale, the participating Other Stockholders shall deliver certificates for all Shares (or, in the case of the Warrants, such reasonable and customary transfer documentation as may be specified by Paradigm) to be Transferred by Other Stockholders, duly endorsed for transfer, to the purchaser against delivery of the appropriate purchase price.
Sample 1
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Sale Requirements. For purposes of this Agreement, a sale of a Home is considered to occur only if an Approved Sales Contract is executed which meets the requirements of this Agreement. For purposes of this Agreement, a sale is considered to close, or close of title occurs, only when title to the Home passes to the buyer and Borrower receives full payment in cash of all Net Sale Proceeds of the sale. Borrower may enter into sales of Homes in the ordinary course of business with bona fide third-party buyers without Lender’s prior written consent if an Approved Sales Contract which conforms to the requirements of this Agreement is executed. Lender will release a Home from the Deed of Trust upon Borrower’s compliance with the requirements of Section 7.4; provided, however, that following an uncured Event of Default, Lender shall have no obligation to release any Home from the Deed of Trust unless and until Borrower is in compliance with the sale requirements set forth in this Section in connection with the sale and release of said Home.
Sample 1

Related to Sale Requirements

  • Vehicle Requirements The following shall be considered minimum Vehicle requirements. The Authorized User shall include supplemental required specifications for Vehicles specified in a Mini-Bid. Unless otherwise indicated, all items specified which are listed on the OEM Pricelist as standard or optional equipment shall be factory installed and operative. Vehicles delivered to an Authorized User in a condition considered to be below retail customer acceptance levels will not be accepted. Items which determine this acceptance level shall include, but not be limited to, the general appearance of the interior and exterior of the vehicle for completeness and quality of workmanship, lubrication and fluid levels, with any leaks corrected, mechanical operation of the vehicle and all electrical components operational. Product specified to be furnished and installed which is not available through the OEM shall conform to the standards known to that particular industry, both product and installation.

  • DBE Requirements A. Notice is hereby given to the CONSULTANT and any SUB-CONSULTANT, and both agree, that failure to carry out the requirements set forth in 49 CFR Sec. 26.13(b) shall constitute a breach of this Contract and, after notification and failure to promptly cure such breach, may result in termination of this Contract or such remedy as INDOT deems appropriate. The referenced section requires the following assurance to be included in all subsequent contracts between the CONSULTANT and any SUB-CONSULTANT: The CONSULTANT, sub recipient or SUB-CONSULTANT shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy, as INDOT, as the recipient, deems appropriate. B. The CONSULTANT shall make good faith efforts to achieve the DBE percentage goal that may be included as part of this Contract with the approved DBE SUB-CONSULTANTS identified on its Affirmative Action Certification submitted with its Letter of Interest, or with approved amendments. Any changes to a DBE firm listed in the Affirmative Action Certification must be requested in writing and receive prior approval by the LPA and INDOT’s Economic Opportunity Division Director. After this Contract is completed and if a DBE SUB- CONSULTANT has performed services thereon, the CONSULTANT must complete, and return, a Disadvantaged Business Enterprise Utilization Affidavit (“DBE-3 Form”) to INDOT’s Economic Opportunity Division Director. The DBE-3 Form requires certification by the CONSULTANT AND DBE SUB-CONSULTANT that the committed contract amounts have been paid and received.

  • Time Requirements The Independent Contractor will not be required to follow or establish a regular or daily work schedule, but shall devote during the term of this Agreement the time, energy and skill as necessary to perform the services of this engagement and shall, periodically or at any time upon the request of the Company, submit information as to the amount of time worked and scope of work performed.

  • Diligence Requirements Company shall use diligent efforts or shall cause its Affiliates or Sublicensees to use diligent efforts to develop Licensed Products and to introduce Licensed Products into the commercial market; thereafter, Company or its Affiliates or Sublicensees shall make Licensed Products reasonably available to the public. Specifically, Company or its Affiliates or Sublicensees shall fulfill the following obligations: (a) Within ninety (90) days after the Effective Date, Company shall furnish Medical School with a written research and development plan under which Company intends to develop Licensed Products. (b) Within sixty (60) days after each anniversary of the Effective Date, Company shall furnish Medical School with a written report on the progress of its efforts during the prior year to develop and commercialize Licensed Products, including without limitation research and development efforts, efforts to obtain regulatory approval, marketing efforts, and sales figures. The report shall also contain a discussion of intended efforts and sales projections for the current year. (c) Company shall endeavor to obtain all necessary governmental approvals for the manufacture, use and sale of Combination Product and Licensed Product. Specifically, Company shall: (i) Within eight (8) years after the Effective Date, file an Investigational New Drug Application (“IND”) or its equivalent covering at least one Combination Product or Licensed Product with the U.S. Food and Drug Administration (“FDA”); (ii) Within thirteen (13) years after the Effective Date, file a New Drug Application (“NDA”) with the FDA covering at least one Combination Product or Licensed Product; (iii) Within eighteen (18) months after receiving FDA approval of the NDA for a Combination Product or Licensed Product, market at least one Combination Product or Licensed Product in the U.S.; and (iv) reasonably fill the market demand for any Combination Product or Licensed Product following commencement of marketing of such product at any time during the exclusive period of this Agreement. (d) Within eighteen (18) months after the Effective Date, Company shall successfully undertake a public or private offering of raising ten million dollars ($10,000,000). (e) In addition to the obligations set forth above, Company or its Affiliates or Sublicensees shall spend (either directly or through sponsored research by Company or its Affiliates or Sublicensees at the Medical School) an aggregate of not less than {***} per calendar year for the development of Combination Product and/or Licensed Product commencing with the year 2004. Company shall have the responsibility to finance its obligations in this Section 3.1, and the Medical School shall provide reasonable cooperation to Company in this regard. In the event that Medical School determines that Company (or an Affiliate or Sublicensee) has not fulfilled its obligations under this Section 3.1., Medical School shall furnish Company with written notice of such determination. Within sixty (60) days after receipt of such notice, Company shall either (i) fulfill the relevant obligation or (ii) negotiate with Medical School a mutually acceptable schedule of revised diligence obligations, failing which Medical School shall have the right, immediately upon written notice to Company, to terminate this Agreement.

  • Notice Requirements A. All notices given by Xxxxxxx shall be in writing, include the Grant Agreement contract number, comply with all terms and conditions of the Grant Agreement, and be delivered to the System Agency’s Contract Representative identified above. B. Grantee shall send legal notices to System Agency at the address below and provide a copy to the System Agency’s Contract Representative: Health and Human Services Commission Attn: Office of Chief Counsel 0000 X. Xxxxxxxxx, Mail Code 1100 Austin, Texas 78751 C. Notices given by System Agency to Grantee may be emailed, mailed or sent by common carrier. Email notices shall be deemed delivered when sent by System Agency. Notices sent by mail shall be deemed delivered when deposited by the System Agency in the United States mail, postage paid, certified, return receipt requested. Notices sent by common carrier shall be deemed delivered when deposited by the System Agency with a common carrier, overnight, signature required. D. Notices given by Grantee to System Agency shall be deemed delivered when received by System Agency. E. Either Party may change its Contract Representative or Legal Notice contact by providing written notice to the other Party.

  • Construction Requirements (a) All Life and Safety and applicable Building Codes will be strictly enforced (i.e., tempered glass, fire dampers, exit signs, smoke detectors, alarms, etc.). Prior coordination with the Building Manager is required. (b) Electric panel schedules must be brought up to date identifying all new circuits added. (c) All electrical outlets and lighting circuits are to be properly identified. Outlets will be labeled on back side of each cover plate. (d) All electrical and phone closets being used must have panels replaced and doors shut at the end of each day’s work. Any electrical closet that is opened with the panel exposed must have a work person present. (e) All electricians, telephone personnel, etc. will, upon completion of their respective projects, pick up and discard their trash leaving the telephone and electrical rooms clean. If this is not complied with, a clean-up will be conducted by the building janitors and the general contractor will be back-charged for this service. (f) Welding or burning with an open flame will not be done without prior approval of the Building Manager. Fire extinguishers must be on hand at all times. (g) All “anchoring” of walls or supports to the concrete are not to be done during normal working hours (7:30 AM—6:00 PM, Monday through Friday). This work must be scheduled before or after these hours during the week or on the weekend. (h) All core drilling is not to be done during normal working hours (7:30 AM—6:00 PM, Monday through Friday). This work must be scheduled before or after these hours during the week or on the weekend. (i) All HVAC work must be inspected by the Building Engineer. The following procedures will be followed by the general contractor: i) A preliminary inspection of the HVAC work in progress will be scheduled through the Building Office prior to the reinstallation of the ceiling grid. ii) A second inspection of the HVAC operation will also be scheduled through the Building Office and will take place with the attendance of the HVAC contractor’s Air Balance Engineer. This inspection will take place when the suite in question is ready to be air-balanced. [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. iii) The Building Engineer will inspect the construction on a periodic basis as well. (j) All existing thermostats, ceiling tiles, lighting fixtures and air conditioning grilles shall be saved and turned over to the Building Engineer.

  • Notice and Evidence Requirements (a) An Employee must give at least 10 weeks written notice of the intention to take parental leave, including the proposed start and end dates. At this time, the Employee must also provide a statutory declaration stating: (i) that the Employee will become either the Primary Carer or non- Primary Carer of the Child, as appropriate; (ii) the particulars of any parental leave taken or proposed to be taken or applied for by the Employee’s Spouse; and (iii) that for the period of parental leave the Employee will not engage in any conduct inconsistent with their contract of employment. (b) At least four weeks before the intended commencement of parental leave, the Employee must confirm in writing the intended start and end dates of the parental leave, or advise the Employer of any changes to the notice provided in subclause 80.6(a) , unless it is not practicable to do so. (c) The Employer may require the Employee to provide evidence which would satisfy a reasonable person of: (i) in the case of birth-related leave, the date of birth of the Child (including without limitation, a medical certificate or certificate from a registered midwife, stating the date of birth or expected date of birth); or (ii) in the case of adoption-related leave, the commencement of the placement (or expected day of placement) of the Child and that the Child will be under 16 years of age as at the day of placement or expected day of placement. (d) An Employee will not be in breach of this clause if failure to give the stipulated notice is occasioned by the birth of the Child or placement occurring earlier than the expected date or in other compelling circumstances. In these circumstances the notice and evidence requirements of this clause should be provided as soon as reasonably practicable.

  • Interface Requirements 2.4.5.1 The NID shall be equal to or better than all of the requirements for NIDs set forth in the applicable industry standard technical references.

  • Compliance with Applicable Requirements In carrying out its obligations under this Agreement, the Sub-Adviser shall at all times comply with: (a) all applicable provisions of the 1940 Act, and any rules and regulations adopted thereunder; (b) the provisions of the registration statement of the Trust, as it may be amended or supplemented from time to time, under the Securities Act and the 1940 Act; (c) the provisions of the Declaration of Trust of the Trust, as it may be amended or supplemented from time to time; (d) the provisions of any By-laws of the Trust, if adopted and as it may be amended from time to time, or resolutions of the Board as may be adopted from time to time; (e) the provisions of the Internal Revenue Code of 1986, as amended, applicable to the Trust or the Funds; (f) any other applicable provisions of state or federal law; and In addition, any code of ethics adopted by the Sub-Adviser must comply with Rule 17j-1 under the 1940 Act, as it may be amended from time to time, and any broadly accepted industry practices, if requested by the Trust or the Adviser.

  • Check Requirements Any image of a check that I transmit to you must accurately and legibly provide all the information on the front and back of the check at the time presented to me by the drawer. Prior to capturing the original check, I will indorse the back of the original check. My endorsement will include "For Directions E- Deposit Only" in addition to my signature. The image of the check transmitted to you must accurately and legibly provide, among other things, the following information: (1) the information identifying the drawer and the paying bank that is preprinted on the check, including complete and accurate MICR information and the signature(s); and (2) other information placed on the check prior to the time an image of the check is captured, such as any required identification written on the front of the check and any endorsements applied to the back of the check. The image quality for the check will meet the standards for image quality established by the American National Standards Institute ("ANSI"), the Board of Governors of the Federal Reserve, and any other regulatory agency, clearing house or association. Rejection of Deposit. You are not liable for any service or late charges levied against me due to your rejection of any item. In all cases, I am responsible for any loss or overdraft plus any applicable fees to my Account due to an item being returned. Items Returned Unpaid. A written notice will be sent to me of transactions you are unable to process because of returned items. With respect to any item that I transmit to you for remote deposit that you credit to my Account, in the event such item is dishonored, I authorize you to debit the amount of such item from the Account.

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