SEC Disapproval Sample Clauses

SEC Disapproval. Sections 1.1 (b) and (c) notwithstanding, the date by which a Registration Statement is required to become effective shall be extended for up to sixty (60) days without default or penalty in the event that the Company's failure to obtain effectiveness of a Registration Statement by no later than one hundred twenty (120) days after Subscription Date results solely from the SEC's disapproval of the structure of the transactions contemplated by the Equity Line Agreement. In such event, the parties agree to cooperate with one another in good faith to arrive at a resolution acceptable to the SEC and the Company shall not be in default hereunder or under the Equity Line 2 3 Agreement and no liquidated damages or penalties shall accrue against or be owing by the Company if the parties are unable to arrive at such a resolution.
Sample 1
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SEC Disapproval. Sections 1.1 (b) and (c) notwithstanding, the date by which a Registration Statement is required to become effective shall be extended for up to sixty (60) days without penalty in the event the failure to obtain effectiveness of a Registration Statement by no later than ninety (90) days after Subscription Date results solely from the SEC's disapproval of the structure of the transactions contemplated by the Investment Agreement. In such event, the parties agree to cooperate with one another in good faith to arrive at a resolution acceptable to the SEC and the parties hereto and no penalty shall be payable under this Agreement if the parties are unable to arrive at such a resolution.
Sample 1Sample 2
SEC Disapproval. Sections 1.1 (b) and (c) notwithstanding, the date by which a Registration Statement is required to become effective shall be extended without default or liquidated damages in the event that the Company's failure to obtain effectiveness of a Registration Statement by no later than one hundred twenty (120) days after Subscription Date results solely from the SEC's disapproval of the structure of the transactions contemplated by the Equity Line Agreement. In such event, the parties agree to cooperate with one another in good faith to arrive at a resolution acceptable to the SEC and the Company shall not be in default hereunder or under the Equity Line Agreement and no liquidated damages shall accrue against or be owing by the Company if the parties are unable to arrive at such a resolution.
Sample 1
SEC Disapproval. Sections 1.1 (b) and (c) notwithstanding, the date by which a Registration Statement is required to become effective shall be extended for up to sixty (60) days without default or penalty in the event that Sonic Solutions' failure to obtain effectiveness of a Registration Statement by no later than one hundred twenty (120) days after Subscription Date results solely from the SEC's disapproval of the structure of the transactions contemplated by the Stock purchase agreement. In such event, the parties agree to cooperate with one another in good faith to arrive at a resolution acceptable to the SEC and Sonic Solutions shall not be in default hereunder or under the Stock purchase agreement and no liquidated damages or penalties shall accrue against or be owing by Sonic Solutions if the parties are unable to arrive at such a resolution.
Sample 1

Related to SEC Disapproval

  • Notice of Material Actions / Change in Control The Sub-Adviser will keep the Trust and the Adviser informed of developments relating to its duties as subadviser of which the Sub-Adviser has, or should have, knowledge that would materially affect the Fund. The Sub-Adviser will promptly notify the Adviser in writing of the occurrence of any of the following events (i) it is served or otherwise receives notice of, or is threatened with, any material action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental, administrative or self-regulatory agency, or public board or body, involving the affairs of the Fund and (ii) any change in the partners of the Sub-Adviser or in the actual control or management of the Sub-Adviser or change in the portfolio manager(s) primarily responsible for the day-to-day management of the Allocated Portion.

  • Termination Without Notice 23.1. The Company may also terminate the Appointment with immediate effect without notice and with no liability to make any further payment to the Employee (other than in respect of amounts accrued due at the date of termination) if the Employee:

  • Termination Without Good Cause If Executive's employment is terminated by the Company without Good Cause, the following provisions shall apply:

  • Termination Without Good Reason Executive shall have the right to terminate the Period of Employment and Executive’s employment hereunder at any time without Good Reason (as defined below) upon thirty (30) days prior written notice of such termination to the Company. Any such termination by the Executive without Good Reason shall be treated for all purposes of this Agreement as a termination by the Company for Cause and the provisions of Section 7(a) shall apply.

  • Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.

  • Publicly Known Without Breach Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If the Company or its Affiliates terminate Executive’s employment with the Company or its Affiliates, respectively, without Cause or Executive resigns from such employment for Good Reason within twelve (12) months following a Change of Control, and Executive signs and does not revoke a separation agreement and release of claims with the Company (in a form acceptable to the Company), then Executive will receive the following severance from the Company:

  • Termination by Employee without Good Reason The Employee shall have the right at any time to terminate the Employee's employment with both Employers without Good Reason by giving the Employers written notice that the Employee is terminating his employment. Any such termination shall apply to the Employee's employment with both Employers and be effective ninety (90) days after the giving of such notice by the Employee.

  • Termination without Cause or Resignation for Good Reason in Connection with a Change in Control If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her employment for Good Reason, and, in each case, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive the following:

  • Voluntary Termination Without Good Reason The Executive may terminate his employment without Good Reason at any time during the Term of Employment, provided he gives at least thirty (30) days' advance written notice. If the Executive terminates his employment with Holding or the Company without Good Reason (and not because of his death or due to Disability), the Executive shall have the same entitlements hereunder as provided in Section 9(c) in the case of a termination by Holding or the Company for Cause.

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