Business Days thereafter. Members shall notify the Chairman and the other members of their approval of the minutes by putting their signatures on one copy of the minutes and returning the same to the Chairman. Members may suggest any modification to the minutes while returning the signed copy. Members may also communicate with the Chairman through telex, cable, or facsimile or any other effective mode of communication agreed by all the members of the Management Committee. If the Chairman or any other member does not agree with the modification to the minutes suggested by any member, the matter shall be brought to the attention of the other members and resubmitted to the Management Committee at the next meeting and the minutes shall stand approved as to all other matters. If a member fails to respond within the aforesaid three (3) Business Day period, unless agreed otherwise by the Management Committee as herein provided, the minutes shall be deemed to be approved by such member.
Business Days thereafter. The Per Share Amount shall, subject to all applicable withholding of taxes, be paid net to the seller in cash, without interest thereon, upon the terms and subject to the conditions of the Offer and this Agreement. If this Agreement is terminated by either Purchaser or Acquisition Sub or by the Company, Acquisition Sub shall, and Purchaser shall cause Acquisition Sub to, terminate promptly the Offer. The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered in the Offer.
Business Days thereafter. If the Borrower shall fail to give the Administrative Agent the notice as specified above for the renewal or conversion of a LIBOR Rate Loan prior to the end of the Interest Period with respect thereto, such LIBOR Rate Loan shall automatically be converted into a Prime Rate Loan on the last day of the Interest Period for such Revolving Credit Loan. The Administrative Agent shall promptly advise (but in any event, by 2:00 p.m. Philadelphia time, two (2) Business Days prior to a LIBOR Rate Loan or by 11:00 a.m. on the same Business Day in the case of a Prime Rate Loan) the Lenders of any notice given pursuant to this Section 2.6 and of each Lender's portion of the requested conversion or renewal.
Business Days thereafter. If the Average Closing Bid Price of the Company's Common Stock, for a period of twenty (20) Business Days after the commencement of the Second Repricing Period (the "Second Repricing Price") is not equal to or greater than the Initial Closing Price, the Company shall issue Repricing Shares in such number as shall be determined according to the following formula:
Business Days thereafter. If Tenant fails to timely appoint Tenant's Appraiser, Tenant shall be deemed to have accepted Landlord's Appraiser as the sole and final appraiser for the purpose of determining Fair Market Rental or Fair Market Value, as the case may be, and the Conforming Appraisal of Landlord's Appraiser shall control. If the results of such Conforming Appraisals differ by less than ten percent (10%) of the higher of such results, then Fair Market Value or Fair Market Rental, as the case may be, shall be deemed to be the arithmetic average of such results. If the results of such Conforming Appraisals differ by ten percent (10%) or more of the higher of such results, then Landlord's Appraiser and Tenant's Appraiser shall, within ten (10) Business Days of the completion of such Conforming Appraisals, select a third appraiser meeting the requirements of SECTION 43.3 below (the "THIRD APPRAISER"), which Third Appraiser shall review the two (2) Conforming Appraisals and choose the one that such Third Appraiser determines most reasonably approximates the Fair Market Rental or Fair Market Value, as the case may be.
Business Days thereafter. If the Borrower shall fail to give the Agent the notice as specified above for the renewal or conversion of a LIBOR Rate Loan prior to the end of the Interest Period with respect thereto, such LIBOR Rate Loan shall automatically be converted into a Prime Rate Loan on the last day
Business Days thereafter. SELLERS AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 12.1, AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. /s/ TF /s/ PAH /s/ GS /s/ JF /s/ JG /s/ PK ---------------------------------------- --------------------------- Sellers' Initials Buyer's Initials
Business Days thereafter. If Buyer delivers a Notice of Disagreement to Seller, Seller and Buyer shall attempt to resolve all disagreements between them relating to the Closing Balance Sheet, but if they are not able to do so within twenty (20) Business Days after the date of delivery of the Notice of Disagreement, then within five (5) Business Days thereafter Seller and Buyer shall select a nationally recognized accounting firm with an expertise in SAP and no material relationship with Buyer, Seller or any of their Affiliates and mutually acceptable to Buyer and Seller (the "Accounting Referee") to resolve such disagreements and adjust the amounts reflected in the Closing Balance Sheet in accordance with its determination. Within sixty (60) days after Buyer and Seller select the Accounting Referee, the Accounting Referee shall deliver its written determination to Buyer and Seller, which determination shall be final, binding and conclusive upon Seller and Buyer. The scope of the Accounting Referee's engagement shall not require an audit of the Closing Balance Sheet and shall be limited to resolution of those items of disagreement that are set forth in the Notice of Disagreement and that Seller and Buyer have not previously resolved, but only as they affect the calculation of Surplus. The fees, costs and expenses of the Accounting Referee, if any, will be shared equally by Seller and Buyer.
Business Days thereafter. Holdings or the Borrower shall (i) execute, deliver, obtain and record such instruments as the Collateral Agent may require, including, without limitation, amendments to the Security Documents or this Agreement and, (ii) deliver to the Collateral Agent such evidence of the satisfaction of the Release Conditions and the Partial Release Conditions as the Designated Lender may require and (iii) cause the Title Company to issue the endorsement referred to in subsection (C)(iv) of this Section 6.10. Holdings or the Borrower shall reimburse the Collateral Agent upon demand for all reasonable costs or expenses incurred in connection with any actions taken pursuant to this Section 6.10.
Business Days thereafter. In the event these replacement arbitrators cannot agree upon a third arbitrator, the Party's shall each designate two (2) prospective arbitrators and the Respondent shall randomly select the third arbitrator from the pool of prospective arbitrators. Each arbitrator shall have a Juris Doctorate Degree and any of the following: (a) at least five (5) years of legal practice in an Intellectual Property group of a well-established law firm practicing in the United States of America, or (b) shall have served for at least five (5) years as a judge in the United States of America with substantial experience in Intellectual Property matters. Each arbitrator shall also not have an affiliation or relationship with either Party, nor shall they have any interest in or benefit from the outcome of the Arbitration. The Arbitration Panel's fees shall not commence or accrue until the Arbitration Panel Formation Date.
