VALUATION OF CERTAIN Sample Clauses

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VALUATION OF CERTAIN. QUALIFIED FINANCIAL CONTRACTS

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VALUATION OF CERTAIN 

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Related to VALUATION OF CERTAIN

• Termination of Certain Rights The Company's obligations under Sections 1.1 and 1.2 above will terminate upon the earlier to occur of (a) the closing of the first public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "1933 Act"), and (b) the time at which the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), other than in connection with the Company's initial public offering.

• Notification of Certain Matters (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which reasonably could be expected to cause any representation or warranty contained in this Agreement to be untrue or inaccurate, provided that, solely in the case of the Company, such notice shall be required to be given only if as a result of the matters to be described in such notice the condition set forth in clause (e) of Annex A would not be satisfied and, solely in the case of Purchaser and Parent, such notice shall be required to be given only if the matters to be described in such notice would prevent or materially delay Purchaser or Parent from consummating any of the Transactions; provided further that any such notice by the Company shall not be deemed to have qualified or modified the representations and warranties of the Company contained in this Agreement for the purposes of determining whether the conditions specified in Annex A have been satisfied and (ii) any failure of the Company, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder, provided that, solely in the case of the Company, such notice shall be required to be given only if as a result of the matters to be described in such notice the condition set forth in clause (f) of Annex A would not be satisfied and, solely in the case of Purchaser and Parent, such notice shall be required to be given only if the matters to be described in such notice would prevent or materially delay Purchaser or Parent from consummating any of the Transactions, and (iii) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, which would cause the condition set forth in clause (d) of Annex A to not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.08 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.