Subject to Sections 3. 1 and 3.6 hereof, the Grantee shall have the right, at any time prior to 5:00 p.m. (Eastern Standard Time) on the date prior to the tenth anniversary date of the grant, being October 20, 2007, provided that if such day is not a day on which the Company is open for business then on the first following day on which the Company is open for business, to exercise this Option for any number of the Optioned Shares up to the maximum number of shares specified in Section 1.1 above.
Subject to Sections 3. 6.1 and 3.6.2, NetSuite KK hereby authorizes Reseller to reproduce the User Documentation, and marketing and sales Documentation, and to distribute such Documentation to Customers, directly and through Authorized Resellers, as necessary to market and promote the Product in the Territory and enable Customers to use the Product. Reseller hereby grants, and shall grant, a worldwide, fully paid, royalty free, non-exclusive right and license, with the right to grant and authorize sublicenses, to use, distribute, transmit, display, perform, reproduce, and otherwise exploit and dispose of all modifications and other derivatives of the Documentation.
Subject to Sections 3. 1.2 and 3.2 and subject to the right of any Holder to receive shares of Common Stock upon conversion of the CS Equivalent Stock, from and after the date hereof, each Holder agrees that, without the prior approval of an Independent Committee, such Holder shall not, and shall cause each other Ascribe Affiliated Entity not to, directly or indirectly, in any manner acquire, agree to acquire or make any proposal or offer to acquire, any Common Equity or any rights or options to acquire any such Common Equity.
Subject to Sections 3. 1.5 and 3.1.6, on the later of (i) 15 days after delivery of the Exercise Notice and (ii) the closing of a Qualified Equity Offering or a Tag Event pursuant to which a Holder exercises Warrants, such Holder shall pay to the Corporation an amount equal to the Exercise Price Per Warrant multiplied by the number of Warrants being exercised, by delivering to the Corporation cash or a certified cheque, bank draft or money order in Canadian Dollars in such amount.
Subject to Sections 3. 1.4 and 3.1.5, each share of the Soft Plus Common Stock issued and outstanding and held by a Soft Plus Shareholder as of the Closing Date (other than shares to be canceled in accordance with Section 3.1.2 above) shall be converted into the right to receive that number of shares of USI Common Stock equal to the Shareholder Exchange Ratio, rounded down to the nearest whole number, plus a portion of the Cash Consideration equal to the product of (a) the Cash Consideration Ratio multiplied by (b) the Cash Consideration.
Subject to Sections 3. 7 and 3.8, the Project Leaders shall coordinate the parties’ respective Party Development Tasks. Each party’s Project Leader will be available throughout the Term (including following any disbanding of the JDC) to answer any reasonable questions from the other party’s Project Leader.
Subject to Sections 3. 2.2 below, Business Associate shall (a) use appropriate safeguards to prevent the use or disclosure of PHI other than as permitted by the Agreement or this Schedule; and (b) use appropriate safeguards and comply, where applicable, with subpart C of HIPAA with respect to Electronic PHI to prevent the use or disclosure of Electronic PHI other than as permitted by this Schedule, including complying with each of the requirements of 45 C.F.R. Sections 164.306, 164.308, 164.310, 164.312, and 164.316 as applicable to business associates.
Subject to Sections 3. 1 and 3.6 hereof, the Grantee shall have the right, at any time prior to 5:00 p.m. (Eastern Standard Time) on March 13, 2007, provided that if such day is not a day on which the Company is open for business then on the first following day on which the Company is open for business, to exercise this Option for any number of the Optioned Shares up to the maximum number of shares specified in Section 1.1 above.
Subject to Sections 3. 2 and 3.3, at the Effective Time, all outstanding options (regardless of whether or not such options have vested) (the "Options") granted pursuant to the Company's 1999 Stock Option Plan (the "Option Plan") shall be cancelled and each holder of an Option listed on SCHEDULE 3.
Subject to Sections 3. 1 and 3.2, Supplier shall supply and install Supplier Equipment at the Customer Sites. Supplier shall lease to Customer the Supplier Equipment upon the following terms:
(a) Fees include any lease payments for Supplier Equipment and such shall be deemed terminated on expiry of the Term or termination of this Agreement or upon removal of Supplier Equipment pursuant to sections 12.1 or 12.2;
(b) Supplier Equipment shall at all times remain the property of Supplier, notwithstanding that such equipment or any part thereof may at any time be affixed or attached to real property or any building; and
(c) Customer shall be liable for any loss, theft or damage to Supplier Equipment situated on Customer's property, whether such loss, theft or damage is attributable to the fault of Customer or otherwise, ordinary wear and tear excepted.
