Black-Scholes Protections Sample Clauses

Black-Scholes Protections. None. The terms for the New Warrants will be consistent with this Term Sheet and otherwise reasonably acceptable to the Debtors and the Requisite Consenting Support Parties. Conditions Precedent to Emergence The occurrence of the Effective Date will be subject to the following conditions precedent, among others; provided that any condition can be waived with the prior written consent of the Debtors and the Requisite Consenting Support Parties: (a) the TSA shall not have been terminated and remains in full force and effect; (b) the Bankruptcy Court shall have entered an order approving the Disclosure Statement, and such order shall not have been reversed, stayed, modified, or vacated on appeal; (c) the Bankruptcy Court shall have entered the Confirmation Order, and the Confirmation Order shall not have been reversed, stayed, modified, or vacated on appeal; (d) the Definitive Documents shall be consistent with the TSA and otherwise approved by the parties thereto consistent with their respective consent and approval rights as set forth in the TSA; (e) all actions, documents, and agreements necessary to implement and consummate the Plan shall have been effected and executed; (f) the Bankruptcy Court shall have entered the DIP Orders, the DIP Loan Documents shall be in full force and effect in accordance with their terms, the DIP Termination Date (as defined in the DIP Orders) shall not have occurred, no Event of Default (as defined in the DIP Loan Documents) shall have occurred or be continuing, and obligations outstanding under the DIP Credit Agreement shall not have been accelerated; (g) all documentation related to the Exit ABL Facility shall have been executed and delivered by each party thereto, and any conditions precedent related thereto shall have been satisfied or waived; (h) all documentation related to the New Term Credit Agreement shall have been executed and delivered by each party thereto, and any conditions precedent related thereto shall have been satisfied or waived; (i) all conditions precedent to the issuance of the New Common Shares, other than the occurrence of the Effective Date, shall have occurred;
Sample 1
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Related to Black-Scholes Protections

  • Price Protection 1. The Provider shall ensure that all prices, terms, and warranties included in this Agreement are comparable to, or better than, the equivalent terms being offered by the Provider to any present customer meeting the same qualifications or requirements as the Department. If, during the term of this Agreement, the Provider enters into agreement(s) that provide more favorable terms to other comparable customer(s), the Provider shall provide the same terms to the Department.

  • Anti-Dilution Protection For so long as there remains any amount due and owing under this Note (the “AntiDilution Period”), the Commitment Shares issued to the Buyer hereunder shall have the anti-dilution rights (the “Anti-Dilution Rights”) described in this paragraph, such that the Company would be required to issue, from time to time, True-up Shares (defined below) to the Buyer. The Anti-Dilution Rights are based on the percentage that the Commitment Shares bear to 199,885,350 shares (the “4.99% Share Amount”) (199,885,350 shares is 4.99% of 4,005,718,437 currently outstanding shares of Company common stock). The 9,194,726 Commitment Shares represent 4.60% of the 4.99% Share Amount (9,194,726 ÷ 199,885,350 = 4.60%).

  • Xxxxx Disaster Protection In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation).

  • Virus Protection The Bank is not responsible for any electronic virus or viruses that you may encounter. We suggest that you routinely scan your PC using a virus protection product. An undetected virus may corrupt and destroy your programs, files, and your hardware.

  • Whistle Blowing Protection The Employer agrees to adhere to the whistle blowing protection pursuant to the Long-Term Care Homes Act (LTCHA).

  • Rights Protection Mechanisms Registry Operator shall implement and adhere to the rights protection mechanisms (“RPMs”) specified in this Specification. In addition to such RPMs, Registry Operator may develop and implement additional RPMs that discourage or prevent registration of domain names that violate or abuse another party’s legal rights. Registry Operator will include all RPMs required by this Specification 7 and any additional RPMs developed and implemented by Registry Operator in the registry-­‐registrar agreement entered into by ICANN-­‐accredited registrars authorized to register names in the TLD. Registry Operator shall implement in accordance with requirements set forth therein each of the mandatory RPMs set forth in the Trademark Clearinghouse as of the date hereof, as posted at xxxx://xxx.xxxxx.xxx/en/resources/registries/tmch-­‐requirements (the “Trademark Clearinghouse Requirements”), which may be revised in immaterial respects by ICANN from time to time. Registry Operator shall not mandate that any owner of applicable intellectual property rights use any other trademark information aggregation, notification, or validation service in addition to or instead of the ICANN-­‐

  • Meadow Protection Reasonable care shall be taken to avoid damage to the cover, soil, and wa- ter in xxxxxxx shown on Sale Area Map. Vehicular or skidding equipment shall not be used on xxxxxxx, ex- cept where roads, landings, and tractor roads are ap- proved under B5.1 or B6.422. Unless otherwise agreed, trees felled into xxxxxxx shall be removed by endlining. Resulting logging slash shall be removed where neces- sary to protect cover, soil, and water.

  • Application of Takeover Protections The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

  • Application of Takeover Protections; Rights Agreements The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

  • Application of Takeover Protections; Rights Agreement The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

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