Vest Schedule Sample Clauses
Vest Schedule. Share Units (RSU)
Benchmark Replacement Conforming Changes In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
Listing and Maintenance Requirements The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.
Additional Covenants The Company covenants and agrees with the Agent as follows, in addition to any other covenants and agreements made elsewhere in this Agreement:
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Xxxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
Recognition of the U.S. Special Resolution Regimes (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
Conditions Precedent (a) The parties’ obligations under this Lease are expressly contingent upon satisfaction of the following conditions (the “Conditions Precedent”): (i) Landlord obtaining equity and debt financing to acquire the Land and construct the Phase 1 Improvements on terms satisfactory to Landlord, which terms shall provide for a construction loan of not less than seventy percent (70%) of the Project Costs, as set forth in the Final Budget; (ii) Tenant’s delivery to Landlord or an Affiliate of Landlord selected by Landlord of (A) an assignment of the Purchase Agreement, (B) a certification from Tenant that represents that there are no defaults under the Purchase Agreement and the Purchase Agreement has not been assigned to any other party, and (C) documentation satisfactory to Landlord that all diligence materials related to the Land, this Lease, and the Phase 1 Improvements has been certified to and assigned to Landlord or such Affiliate of Landlord; (iii) Receipt of the Approvals (as defined under the Purchase Agreement) and Landlord’s and Tenant’s written approval prior to expiration of the Inspection Period (as defined under the Purchase Agreement) of the due diligence materials to be provided by Seller under the Purchase Agreement; (iv) Landlord’s acquisition of the Land in accordance with, and subject to, the express terms of the Purchase Agreement; (v) Tenant’s written approval of the Final Budget; and (vi) approval by Landlord and Tenant, which approval neither Landlord nor Tenant may unreasonably withhold, condition or delay, of the form of the Declaration to be recorded contemporaneously with Landlord’s acquisition of the Land. The Declaration shall provide for, among other things, the following: (A) as of the Phase 2 Trigger Date, cross easements for parking and access over the Property and Phase 2 Property; (B) maintenance, repair and replacement of certain common areas to the Property, including the Phase 2 Property; (C) the sharing of costs related to such maintenance, repair and replacement between the owners of the Property and Phase 2 Property, as applicable, which costs shall be split pro rata between such owners based on the proportion such party’s gross acreage bears to the aggregate acreage of the Property and Phase 2 Property; (D) reasonable rules and regulations to ensure the Property continues to be in compliance with all applicable Laws, including any parking and zoning requirements; and (E) the requirement that each improved parcel provide parking of not less than 4 parking spaces per 1,000 square feet of leasable space in improvements constructed or to be constructed on such parcel. (b) Contemporaneously with the execution of this Lease, Tenant has signed and delivered in escrow to Chicago Title Insurance Company (the “Title Company”), an assignment of the Purchase Agreement in form satisfactory to Landlord (the “PSA Assignment”), which PSA Assignment shall be signed by Tenant on the date hereof but shall not be effective unless and until the PSA Assignment is released from escrow. The Title Company shall be authorized to release the PSA Assignment from escrow on express written notice from Landlord stating that the Conditions Precedent (other than those set forth in Sections 12.20(a)(ii) and 12.20(a)(iii)) have been satisfied, and both parties have waived (or are deemed to have waived) their right to terminate the Lease in accordance with Section 12.20(c). (c) Each party agrees to use commercially reasonable efforts to satisfy the Conditions Precedent as soon as reasonably practicable. If the Conditions Precedent have not been satisfied or otherwise waived in writing by Landlord or Tenant, as applicable, as of or prior to the Closing Date (as defined under the Purchase Agreement) (the “Conditions Precedent Outside Date”), then Landlord shall be entitled to terminate the Lease by written notice to Tenant by 11:59 p.m. eastern time on the date that is five (5) days after the Conditions Precedent Outside Date, whereupon neither Landlord nor Tenant nor any third party shall have any further rights, duties or liabilities under the Lease, except Tenant shall promptly reimburse Landlord for all reasonable expenses actually incurred in accordance with the Preliminary Budget or, if complete, the Final Budget under the Work Agreement by Landlord in connection with this Lease if the conditions set forth in Sections 12.20(a)(ii), 12.20(a)(v) or Tenant’s approvals under Section 12.20(a)(iii) or Section 12.20(a)(vi) were not satisfied or waived in writing by Tenant as of the Conditions Precedent Outside Date. If Sections 12.20(a)(i), 12.20(a)(iv), or Landlord’s approvals under Section 12.20(a)(iii) or Section 12.20(a)(vi) have not been satisfied or otherwise waived in writing by Landlord on or before the Conditions Precedent Outside Date, then Tenant shall be entitled to terminate the Lease by written notice to Landlord by 11:59 p.m. eastern time on the date that is five (5) days after the Conditions Precedent Outside Date, whereupon neither Landlord nor Tenant nor any third party shall have any further rights, duties or liabilities under the Lease. If this Lease is terminated pursuant to this Section, Landlord shall instruct the Title Company to return the PSA Assignment to Tenant or, if the PSA Assignment has been released from Escrow, Landlord shall assign the Purchase Agreement to Tenant or its designee, unless Tenant consents in writing to the termination of the Purchase Agreement.
Notice to Allow Exercise by Xxxxxx If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Notice to Allow Exercise by Hxxxxx If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Benchmark Replacement Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.
Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.