Terms and Procedures. During the term of this Agreement, but subject at all times to the ability to satisfy a put of Common Units from A/N for cash in lieu of exchanging such Common Units for shares of Class A Common Stock pursuant to the LLC Agreement and Exchange Agreement (it being understood that, if and when such cash-out right is exercised in respect of Common Units, Liberty shall be entitled to purchase shares of Class A Common Stock on the terms set forth in Section 4.9 of the Stockholders Agreement), A/N (including any Permitted Transferee) (as applicable, the “Transferor”) shall not Transfer any Covered Securities, except to a Permitted Transferee (subject to Section 3(a)(ii)), unless it shall first comply with the following provisions.
(i) If a Transferor determines to Transfer any Equity Securities comprising Covered Securities in a bona fide transaction to a third party purchaser or offeror, in each case, that is not a Permitted Transferee (a “Prospective Purchaser”), the Transferor will provide written notice of such determination to Liberty (a “ROFR Notice”). For the avoidance of doubt, a Transferor may provide a ROFR Notice to Liberty upon its intention to sell Covered Securities to Liberty notwithstanding the absence of a Prospective Purchaser. Such ROFR Notice will specify (A) the total number and type of Equity Securities determined to be Transferred, (B) the number of shares of Class A Common Stock or Common Units comprising the Covered Securities determined to be Transferred (the “Subject Shares”), and (C) the VWAP of the Class A Common Stock for the two (2) full Trading Days immediately prior to the date of the ROFR Notice (the “VWAP Price”). The ROFR Notice will constitute a binding, irrevocable offer by the Transferor to sell any or all Subject Shares to Liberty at the VWAP Price per Subject Share.
(ii) Within three (3) Trading Days following Liberty’s receipt of the ROFR Notice, Liberty may agree, by written notice to the Transferor (the “Liberty Notice”), to acquire the number and type of Subject Shares specified in the Liberty Notice (the “Liberty Elected Shares”) at a cash price per share equal to the VWAP Price. If a Liberty Notice meeting the requirements specified above is not delivered within such three Trading Day period, then Liberty will be deemed to have rejected the offer of the Subject Shares. For the avoidance of doubt, during such three Trading Day period, the Transferor may not effect the proposed Transfer to a Prospective Purchaser (unl...
Terms and Procedures. The Standard Formal Evaluation Process consists of an Evaluation Notification Conference and Pre-Evaluation Conference, at least two Formal Evaluations, as many Informal Evaluations as deemed necessary by the evaluator, and a Final Evaluation.
Terms and Procedures. During the term of this Agreement, no Member (including any Permitted Transferee) shall Transfer any Member Shares, except in an Exempt Transfer.
(i) (A) From and after the Merger Effective Time, if any Member (including any Permitted Transferee) (as applicable, the "Transferor") receives a bona fide written offer from an offeror (a "Prospective Purchaser") that is not an Affiliate of the Transferor (a "Bona Fide Offer") to purchase all or any of the Member Shares held by the Transferor, other than pursuant to an Exempt Transfer (except an Exempt Transfer under clause (iv) of the definition thereof), and the Transferor desires to accept the Bona Fide Offer, then prior to the acceptance of the Bona Fide Offer by the Transferor, the Member (including any Permitted Transferee) will first offer (the "ROFR") to Holdings the right to purchase all but not less than all of the Member Shares that are the subject of the Bona Fide Offer (the "ROFR Shares") upon the terms specified herein and Holdings may exercise the ROFR in the manner and to the extent set forth in this Section 7(b)(i).
Terms and Procedures. 6.1 From time to time “Electrolinks” may prescribe Terms and Procedures governing the manner and terms on which the Products are sold.
Terms and Procedures. 6.1 The university will open the call for grant applications each fiscal year, with the application deadlines set according to the university's schedule. Notification letters will be circulated to the affiliates.
6.2 Applicants should complete the grant application form (Mahidol UoY Seed Grant Application) using the same form as the Co-Principal Investigator when submitting the funding proposal.
6.3 Applicants should submit documents stated in Article 5 through their Affiliate to the Global Partnerships Division, Office of the President.
Terms and Procedures. 1) The Chief of Police of the agency, or designee, shall have the sole authority to determine whether personnel from that agency provide enforcement assistance across jurisdictional boundaries.
2) Whenever the employees of one party to this agreement are taking action pursuant to the authority provided for in this Agreement, such employees shall have the same powers, duties, rights and immunities as if they were taking action within their employing jurisdiction.
3) Should a subject/arrestee’s vehicle need to be towed, it will be towed by the appropriate vendor providing service to the municipality in which the action was taken and the request will be coordinated with the agency having original jurisdiction over the location.
4) All wage and disability payments, pensions, worker's compensation claims and medical expenses shall be paid by the employing agency.
5) Each agency shall be responsible for bearing its own costs associated with the loss or damage to any equipment or property of that agency during a voluntary cooperation situation. Notwithstanding anything contained herein to the contrary, under no circumstances shall the liability of any agency, exceed the limits of liability set forth in section 768.28 Florida Statutes, or waive any immunities or its sovereign immunity.
6) Each agency shall bear all costs associated with any negligent act taken by an employee of their own agency. Notwithstanding anything contained herein to the contrary, under no circumstances shall the liability of any agency, exceed the limits of liability set forth in section 768.28 Florida Statutes, or waive any immunities or its sovereign immunity to which it is entitled.
Terms and Procedures. 6.1 The grant application calls in February every year.
6.2 Applicants must fill out the Joint Application Form, which is the same issue of the Co-Principal Investigator in the proposal.
6.3 Applicants must submit documents stated in Article 5 through their Affiliate to the International Relations Division, Office of the President.
Terms and Procedures. 6.1 The grant application is valid from the date of the University Announcement, with a deadline on the 24th of February 2022.
Terms and Procedures. Developer shall comply with the terms and procedures for Submittals review set forth in Exhibit 11 (Submittals Review Process).
Terms and Procedures. Part A Procedure
