COVER Sample Clauses

COVER. If the Company fails for any reason to deliver the Put Shares on such Closing Date and the holder of the Put Shares (a "Investor") purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the Put Shares (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such Investor's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.
COVER. If (x) any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph or (y) the Company requests the issuance of a Letter of Credit with an expiry date that is later than the expiry date prescribed in clause (c) of this Section 2.06 (an “Extended Letter of Credit”), the Company shall either (A) cover by arranging for the issuance of one or more standby letters of credit issued by an issuer, and otherwise on terms and conditions, satisfactory to the Administrative Agent or (B) deposit cash in an account with the Administrative Agent, in each case in the name of the Administrative Agent and for the benefit of the Administrative Agent, the Issuing Banks and the Lenders, and in an amount equal to (1) with respect to a Letter of Credit denominated in Dollars, 100% and (2) with respect to a Foreign Currency Letter of Credit, 105%, in each case of the Dollar Amount of the LC Exposure in respect of such Extended Letter of Credit (in the case of the foregoing clause (y)) or in the aggregate (in the case of the foregoing clause (x)) as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Company is not late in reimbursing shall be covered or deposited in the applicable Foreign Currencies in an amount equal to 105% of the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to provide such letter(s) of credit cover or deposit such cash collateral shall become effective immediately, and such cover or deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company described in clause (h) or (i) of Article VII. For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the Exchange Rate on the date notice demanding letter of credit cover or cash collateralization is delivered to the Company. The Company also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11.2. Any such deposits shall be ...
COVER. We agree to indemnify you for all sums that you will become legally liable to pay as damages, including claimant costs recoverable from you, arising out of bodily injury caused during the period of insurance and sustained by an employee in the course of employment by you in the business, except that where such employment is undertaken temporarily outside the United Kingdom: 1 the employee must ordinarily be resident within the United Kingdom at the time the bodily injury is caused; and 2 the employee must be intending to return to the United Kingdom following completion of the temporary overseas employment, and the temporary overseas employment outside the United Kingdom is not intended or planned to exceed twelve (12) months duration.
COVER. Cover under this Section has been arranged by us in conjunction with DAS Legal Expenses Company Limited. It will help if you keep the following points in mind: How DAS can help To make a claim under this Section please telephone DAS on 0117 933 0696. DAS will ask you about your legal dispute and if necessary call you back at an agreed time to give you legal advice. If your dispute needs to be dealt with as a claim under this section, DAS will provide you with a claim reference number. At this point DAS will not be able to confirm that you are covered but will pass the information you have given to their claims handling teams and explain what to do next. If you would prefer to report your claim in writing please send it to the Claims Department, DAS Legal Expenses Insurance Company Limited, DAS House, Quay Side, Temple Back, Bristol, BS1 6NH. Alternatively, you can email your claim to If you need help from DAS You can phone DAS at any time on 0117 933 0696 for advice on any commercial, legal or tax problem affecting your business. When DAS cannot help Please do not ask for help from a solicitor or accountant before DAS have agreed. If you do, DAS will not pay the costs involved. 1 This Section will cover the insured person in respect of any insured incident arising in connection with the business shown in the schedule if the premium has been paid.
COVER. If, in the reasonable judgment of the Counties, a default by Contractor is not so substantial as to require termination, reasonable efforts to induce Contractor to cure the default are unavailing, Contractor fails to cure such default within 30 Days of receipt of Notice from the Counties, and the default is capable of being cured by the Counties or by another resource without unduly interfering with continued performance by Contractor, the Counties may, without prejudice to any other remedy it may have, provide or procure the Services reasonably necessary to cure the default, in which event Contractor shall reimburse the Counties for the reasonable cost of the difference between the original Agreement Charges for the Services in default and the replacement costs of such Services acquired from another vendor. In addition, Contractor must cooperate with these resources in allowing access to the Software Facilities, and Equipment.
COVER. We agree to pay on your behalf, amounts payable by way of compensatory damages and costs for any claim for compensation first made against you during the period of insurance and notified to us in accordance with the terms of this section, in respect of liability for negligence:
COVER. The Reinsurer shall be liable in respect of each and every Loss Occurrence, for 100% of the Ultimate Net Loss over and above the initial Ultimate Net Loss Retention(s) as set forth in the schedule below, for each and every Loss Occurrence, subject to a limit of liability to the Reinsurer as set forth in the schedule below, for each and every Loss Occurrence: Layer Retention Ultimate Net Loss in respect of each and every Loss Occurrence Reinsurer's Limits of Liability In respect of each and every Loss Occurrence Third Excess $ 10,000,000 $ 10,000,000 Fourth Excess $ 20,000,000 $ 20,000,000 Fifth Excess $ 40,000,000 $ 35,000,000 Sixth Excess $ 75,000,000 $ 75,000,000 The Company shall retain net for its own account the first $10,000,000 Ultimate Net Loss in respect of each Loss Occurrence. Nevertheless, the Company is permitted to carry underlying reinsurance of an automatic nature in respect of its net retention; the cost of such reinsurance shall be borne solely by the Company, and recoveries thereunder shall inure to its sole benefit.
COVER. The term “Cover” shall mean (as an adjective or as a verb including conjugations and variations such as “Covered,” “Coverage” or “Covering”), with respect to a claim of a pending or issued patent, that the developing, making, using, offering for sale, promoting, selling, exporting or importing of a given compound, formulation or product would infringe such claim in the absence of a license under or ownership in the Patent Rights to which such claim pertains. The determination of whether a compound, formulation, process or product is Covered by a particular claim shall be made on a country-by-country basis.