FINAL VERSION Sample Clauses
FINAL VERSION connection with Orexigen’s Co-Promotion of the Products in the Field throughout the Territory, as provided under and in accordance with Section 3.8.3.
FINAL VERSION. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant, Exercise Shares or Underlying Shares in any event unless and until:
(i) The Company shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed disposition;
(ii) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or
(iii) The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and such disposition shall not be contrary to any applicable federal and/or state securities laws.
FINAL VERSION. Final memorandum addressing City comments provided as five (5) bound printed copies and one (1) electronic PDF file within ten (10) business days after receipt of City comments, unless otherwise noted or agreed upon by City’s Project Manager and Consultant’s PM.
FINAL VERSION. If the Employee does not agree with the Board’s determination of Fair Market Value, the Employee may obtain an independent valuation. The independent valuation shall be performed by a mutually agreed upon independent third party, with Executive bearing the entire cost if the independent valuation is within 7.5% of the Board’s valuation and the Company bearing the entire cost otherwise.
FINAL VERSION. A = the fair market value of one Exercise Share (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one Exercise Share shall be determined by the Company's Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 in connection with the Company's initial public offering of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company's initial public offering, and (ii) the number of shares of Common Stock into which each Exercise Share is convertible at the time of such exercise.
FINAL VERSION. The Agreement as amended by this amending agreement is attached as Annex 1. Annex 1 has been prepared only for the sake of clarity and is not binding on the parties. Bonn, Feb. 28, 2013 Deutsche Telekom AG ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Board of Management ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, "Prokurist" (holder of general commercial power of attorney) Frankfurt am Main, Feb. 28, 2013 DeTeMedien, Deutsche Telekom Medien GmbH ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇, "Prokurist" (holder of general commercial power of attorney) between Deutsche Telekom AG, ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇-Allee 140, 53113 Bonn (registered with Bonn District Court HRB 6794), - hereinafter referred to as the "Parent" - and DeTeMedien, Deutsche Telekom Medien GmbH, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ (registered with Frankfurt/Main District Court HRB 8959) - hereinafter referred to as the "Subsidiary" - as amended by the amending agreement dated Feb. 28, 2013
FINAL VERSION. Annex 2 contains the agreement in the version as modified pursuant to this amendment agreement. This Annex 2 is only for the purpose of clarity and does not contain any provision binding on the parties. Frankfurt/Main, March 24, 2014 Gornsdorf, March 24, 2014
Section 1: Running of the controlled company
1. The controlled company is integrated financially, economically and organizationally in the controlling company. The legal independence of both companies shall remain unaffected.
2. The controlled company shall subordinate running of it to the controlling company. The controlling company shall accordingly be authorized to issue instructions to the management of the controlled company as to how the controlled company must be managed. Instructions shall be issued in writing.
3. Management of the controlled company shall still be responsible for running the business of and representing the controlled company.
FINAL VERSION executed construction contract that covers the performance of the structural demolition work, (iv) an executed construction contract that covers the performance of the site work, foundation work and soils work for the Project, and (v) an executed construction contract that covers the performance of construction, mechanical and electrical work to enable that portion of the existing Burlington Town Center mall building that will not be demolished to continue to function once structural demolition of the Project commences. Owner agrees that prior to commencing foundation work for the construction of the Project, it shall provide the City with a copy of an executed construction contract that contains a guaranteed maximum price to construct the Public Improvements, consistent with the agreed upon Budget required by Section 3(c)(ii)(B) of this Agreement. The guaranteed maximum price contract shall include an allowance for (i) the Public Improvements and (ii) any Additional Public Improvements the City has proposed that the Owner will construct, all in an amount up to the Not to Exceed TIF Funding Amount, less any of the approved TIF Funding Amount the City has otherwise allocated to acquisition, related, or other TIF-eligible costs. Prior to commencement of foundation work for construction of the Project, Owner shall provide the City with evidence that the obligation to construct the Private Improvements is subject to a guaranteed maximum price contract that is secured by payment and performance bonds for the benefit of the construction lender, a completion guaranty for the benefit of the construction lender, or another customary and commercially reasonable form of financial surety reasonably satisfactory to the City. Owner further agrees that 30 days prior to the commencement of construction of the Public Improvements and Additional Public Improvements, if applicable, Owner shall provide the City with a commercially reasonable performance guaranty (if the Additional Public Improvements are built in phases each separate phase will require its own performance guaranty). The Parties agree Owner’s satisfaction of Condition 11 of the DRB Approval will fulfill this Agreement’s performance guaranty requirements for the Public Improvements, and that with respect to any Additional Public Improvements that Owner undertakes to perform in accordance with this Agreement Owner may satisfy its obligation to provide the City with a performance guaranty by providing the City wi...
FINAL VERSION. Budget applicable to the Public Improvements, subject at all times to the application of the reimbursement provisions described in Section 4.
FINAL VERSION doc the base lending rate of a UK clearing bank selected by the Governors, or 0.5%, whichever is the higher.