By Advisor. (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or,
By Advisor. Until the third anniversary of the date of termination of this Agreement, the Advisor shall not hire or solicit to perform services (as an employee, consultant or otherwise) any employee of the Company or any subsidiary of the Company; provided, however, that (i) general solicitations of employment published in a journal, newspaper or other publication of general circulation or listed on any internet job site and not specifically directed towards such employees shall not be deemed to constitute solicitation for purposes of this Agreement and (ii) any hiring of any employee of the Company or any subsidiary of the Company will not be prohibited where such hiring is not the result of a solicitation by the Advisor or an Affiliate of the Advisor.
By Advisor. (i) If the Company breaches this Agreement or fails to make any paymen ts o provide information required hereunder; or,
By Advisor. (i) If the Company fails to make any payments required hereunder;
By Advisor. The Tranche B Warrants and the Tranche C Warrants will expire at the earlier of (i) November 5, 2011, or (ii) the termination of this Agreement November 5, 2010, (1) by the Company due to a material breach of this Agreement by Advisor or (2) by Advisor. A “material breach” would be either (x) a failure to perform, in a commercially reasonable manner, the services required or to be required under paragraph 1 of this agreement; or (y) a breach of any of the representations in paragraph 5 of this agreement. Warrants will become exercisable on November 5, 2009 with respect to the Tranche A Warrants and November 5, 2010 with respect to the Tranche B Warrants and Tranche C Warrants, and may be exercised in whole or in part at any time thereafter until their expiration by the submission of an exercise notice in the form to be attached as an exhibit to the applicable Warrant agreement. The Company will use reasonable commercial efforts to register, under the Securities Act of 1933, the shares to be issued upon exercise of the Warrants, at its discretion, in one or more of the following ways: (i) for resale by Advisor, following issuance of the shares to be registered, either on a separate registration statement filed for that purpose or as part of another registration statement that the Company may file, provided that the Company shall not be required at any time to file a registration statement for less than 50,000 shares issued upon exercise of Warrants; or (ii) prior to exercise of the Warrants by Advisor if the Company determines, in its sole discretion, that it is then eligible to use a Form S-3 registration statement for such registration. Determination of compliance with registration requirements under Federal and State securities laws will be at the sole discretion of the Company. To the extent the shares issuable upon exercise are not registered prior to issuance, they will bear a legend restricting transfer. The Warrants will not be transferable, other than to an affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the Advisor (so long as such affiliate is an “accredited investor” as defined below and agrees to be bound by the terms and provisions of this Agreement and the Warrant agreement as if, and to the fullest extent as, the Advisor, and will bear a legend to that effect. The Company reasonably believes that all information it provides to Advisor is accurate and complete in all material respects. Company acknowledges t...
By Advisor i. If the Company breaches this Agreement or fails to pay any consideration required hereunder including, the issuance of the RSUs to Advisor, or fails to issue the shares of the Company’s common stock underlying the RSUs; or
By Advisor. (1) If the Company breaches this Agreement or fails to make payments or provide information and documents required hereunder; or, [INTENTIONALLY LEFT BLANK] initials _____ _____
By Advisor i. If the Company breaches this Agreement or fails to make any payments required hereunder including, in the event of an extension of this Agreement, the issuance of First Options to Advisor or the Second Options to Advisor’s Personnel, or the issuance of the First Option Shares or the Second Option Shares upon exercise on a timely basis, or provide information requested by Advisor in the course of providing the Services; or
By Advisor. Advisor hereby agrees to indemnify and hold harmless Licensor, its affiliates and their officers, directors, employees, agents and third-party licensors against any and all judgments, damages, costs or losses of any kind (including reasonable attorneys' and experts' fees) as a result of any third party claim, action, or proceeding that arises out of or relates to: (i) Advisor's breach of its representations or warranties hereunder; (ii) Advisor's use of the Stratified Indices, Underlying Data, Sublicensed Technology, weights of the holdings of the Stratified Indices, Patents, Marks or other materials provided hereunder other than in strict accordance with the terms of this Agreement; (iii) the Informational Materials violating any third party patent, copyright, trademark or other intellectual property right; (iv) the marketing, recommendation, promotion, sale or distributing of any SMA; provided, however, that (i) Licensor notifies Advisor promptly in writing of any such claim, action or proceeding; (ii) Licensor grants Advisor, if Advisor so requests, sole control of the defense and/or settlement of such claim, action or proceeding; and (iii) Licensor reasonably cooperates with Advisor, at Advisor's expense, in Advisor's defense and/or settlement efforts. Licensor shall have the right, at its own expense, to participate in the defense of any claim, action or proceeding against which it is indemnified hereunder; provided, however, it shall have no right to control the defense, consent to judgment, or agree to settle any such claim, action or proceeding without the written consent of Advisor, such consent not to be unreasonably withheld, without waiving the indemnity hereunder. Advisor, in the defense of any such claim, action or proceeding, except with the written consent of Licensor, shall not consent to entry of any judgment or enter into any settlement which either (a) does not include, as an unconditional term, the grant by the claimant to Licensor of a release of all liabilities in respect of such claims, or (b) otherwise adversely affects the rights of Licensor.
By Advisor. (i) If PWA breaches this Agreement or fails to make any payments or provide information required hereunder; or,
