Note to Draft Sample Clauses
A "Note to Draft" clause serves as an internal comment or instruction within a draft document, typically intended for the person preparing or reviewing the draft. It provides guidance, reminders, or context about specific sections, such as suggesting alternative wording, highlighting issues to resolve, or indicating where further information is needed. This clause is not meant to be part of the final agreement but helps streamline the drafting process by ensuring important considerations are addressed before finalization.
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Note to Draft. Subject to review and comment by Rights Agent.
(e) the Rights Agent shall not be required to give any note or surety in respect of the execution of such powers or otherwise in respect of the premises;
(f) the Rights Agent shall not be liable for or by reason of, and shall be held harmless by Parent with respect to, any of the statements of fact or recitals contained in this Agreement or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by Parent only;
(g) the Rights Agent shall have no liability and shall be held harmless by Parent in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent and the enforceability of this Agreement against the Rights Agent assuming the due execution and delivery hereof by Parent), nor shall it be responsible for any breach by Parent of any covenant or condition contained in this Agreement except for any such breach by Parent resulting from any gross negligence, bad faith, willful or intentional misconduct or fraud of the Rights Agent;
(h) Parent agrees to indemnify the Rights Agent for, and hold the Rights Agent harmless against, any loss, liability, claim, demands, suits or expense arising out of or in connection with the Rights Agent’s duties under this Agreement, including the reasonable out-of-pocket costs and expenses of defending Rights Agent against any claims, charges, demands, suits or loss, unless such loss was a result of the Rights Agent’s fraud, gross negligence, bad faith or willful or intentional misconduct (including willful breach);
(i) the Rights Agent shall not be liable for consequential damages under any provision of this Agreement or for any consequential damages arising out of any act or failure to act hereunder unless such loss was a result of the Right Agent’s fraud gross negligence, bad faith or willful or intentional misconduct (including willful breach);
(j) Parent agrees (i) to pay the fees and expenses of the Rights Agent in connection with this Agreement as agreed upon in writing by the Rights Agent and Parent on or prior to the date hereof (which shall not exceed $[●] per year) and (ii) to reimburse the Rights Agent for all Taxes and governmental charges, reasonable and necessary documented out-of-pocket expenses and other charges of any kind and nature incurred by the Rights Agent in the execution of this Agreement (other than withholding Taxes ...
Note to Draft. Exhibit to be agreed upon prior to Closing.
Note to Draft. The circumstances of the termination of employment may warrant that the Company provides forty-five (45) days and an Older Workers Benefit Protection Act chart.
Note to Draft. To equal the amount of per unit distributions actually paid in cash on the Series A Preferred Units prior to the Closing.
Note to Draft. To represent amount of accrued and unpaid Series A Preferred Distributions (including Series A Partial Period Distributions) as of the Issue Date on each Series A Preferred Unit.
Note to Draft. Insert the date that is the seventh anniversary of the date of this Agreement.
(a) If Full Physical Settlement is applicable with respect to the exercise of a Warrant, then, for each Warrant exercised hereunder (i) prior to 11:00 a.m., New York City time, on the Settlement Date for such Warrant, the Holder shall pay the aggregate Exercise Price (determined as of such Exercise Date) for the number of shares of Common Stock obtainable upon exercise of such Warrant at such time by federal wire or other immediately available funds payable to the order of the Company to the account maintained by the Warrant Agent and notified to the Holder upon request of the Holder, and (ii) on the Settlement Date, following receipt by the Warrant Agent of such Exercise Price, the Company shall cause to be delivered to the Holder the number of shares of Common Stock obtainable upon exercise of each Warrant at such time (the “Full Physical Share Amount”), together with cash in respect of any fractional shares of Common Stock as provided in Section 3.4(f).
(b) If Net Share Settlement is applicable with respect to the exercise of a Warrant, then, for each Warrant exercised hereunder, on the Settlement Date for such Warrant, the Company shall cause to be delivered to the Holder a number of shares of Common Stock (which in no event will be less than zero) (the “Net Share Amount”) equal to (i) the number of shares of Common Stock obtainable upon exercise of such Warrant at such time, multiplied by (ii) the Closing Sale Price on the relevant Exercise Date, minus the Exercise Price (determined as of such Exercise Date), divided by (iii) such Closing Sale Price, together with cash in respect of any fractional shares of Common Stock as provided in Section 3.4(f). The Warrant Agent shall not take any action under this Section unless and until the Company has provided it with written instructions containing the Net Share Amount. The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of the Net Share Amount is accurate or correct.
(c) Upon surrender of a Warrant Certificate in conformity with the foregoing provisions and receipt by the Warrant Agent of the Exercise Price therefor or, in the event of Net Share Settlement, upon the election by a Holder for Net Share Settlement, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of suc...
Note to Draft. Parties to discuss entering into a lease or sublease for certain spaces where a longer term arrangement may be contemplated. Facility in such repair and condition as required by this Agreement and/or a third-party lease, ▇▇▇▇▇▇▇ may undertake reasonable actions to establish such condition and repair, and shall be reimbursed for its reasonable costs associated with delivering over such Facility in substantially the same repair and condition as existing on the Effective Date.
(c) Newco agrees that Newco or its Affiliates shall not make and shall cause their respective personnel, contractors, invitees and licensees to refrain from making, any alterations or improvements to any ▇▇▇▇▇▇▇ Facility, except as otherwise permitted by ▇▇▇▇▇▇▇ in writing; provided, however, that Newco or its Affiliates shall not require ▇▇▇▇▇▇▇ consent in connection with non-structural cosmetic changes or other immaterial alterations or improvements.
(d) ▇▇▇▇▇▇▇ and its Affiliates, and the landlord in respect of the third-party lease in which the applicable ▇▇▇▇▇▇▇ Facility is located, shall have (i) such access as provided in the applicable lease and (ii) otherwise reasonable access to Newco’s and its Affiliates’ space at the ▇▇▇▇▇▇▇ Facility from time to time as reasonably necessary in accordance with past practice;
(e) Newco agrees to maintain, and to cause its Affiliates to maintain, commercially appropriate and customary levels (in no event less than what is required by the landlord of the tenant under the relevant third-party lease) of property and liability insurance in respect of the premises occupied in each ▇▇▇▇▇▇▇ Facility and the activities conducted thereon; provided for any ▇▇▇▇▇▇▇ Facility, to the extent Newco reimburses ▇▇▇▇▇▇▇ for an allocable share of property insurance costs in respect of a property insurance policy for such ▇▇▇▇▇▇▇ Facility, Newco shall not be required to maintain a separate policy of property insurance.
(f) Newco shall, and shall cause its Affiliates and their respective personnel, contractors, invitees and licensees to, comply with (i) all Applicable Laws relating to their use or occupation of any ▇▇▇▇▇▇▇ Facility including those relating to environmental, health and workplace safety matters, (ii) ▇▇▇▇▇▇▇’▇ generally applicable site rules, regulations, policies and procedures (if any) which have been provided in writing to Newco as of the Effective Date and (iii) any applicable requirements of such third-party lease governing any ▇▇▇▇▇▇▇ Facility...
Note to Draft. To be a number equal to at least 25.9% of the Class A common stock held by the Silver Lake Parties immediately prior to the IPO (calculated assuming that all of the SL Parties’ Common Stock and corresponding shares of Class C common stock are exchanged for Class A common stock). Regulation Section 1.752-1(a)(2)) determined in accordance with Treasury Regulation Section 1.704-2(i)(3).
Note to Draft. Stone Notes that remain outstanding following the Issue Date may remain secured under this basket (if the collateral is not stripped).
Note to Draft. To include non-employee directors that have previously been awarded Class A-2 Profits Interests.