FACTS Sample Clauses

FACTS. Neither the Company nor the Employee gives the other party written notice of non-extension before the date that is six months before the fourth anniversary of the Commencement Date. Result: Effective as of the date that is six months before the fourth anniversary of the Commencement Date, the term of the Agreement as extended in accordance with Example 1 above is further extended 12 months, so that it will expire on the fifth anniversary of the Commencement Date unless further extended in accordance with the provisions of Paragraph 2 of the Agreement.
FACTS. We have received a representation letter from the Seller that, among other things, represent to us the following facts, which we have assumed, and conducted an independent investigation and determined that such representations, are true, correct and complete: (i) on _______________, the Company issued the Note to the Seller in the amount of $___________0; (ii) on ______________ (the “Closing Date”), the Seller advanced the funds to the Company with respect to the Note and the Note was fully paid as of such date; (iii) the Seller is not an "affiliate" of the Company as defined in Rule 144(a)(1); and (iv) the Seller does not know of any material adverse information about the Company or its prospects which has not been publicly disclosed. Furthermore, a limited review of the Company’s most recent filings with the Commission pursuant to the Exchange Act indicate that: (i) the Company is a fully-reporting company under the Exchange Act; (ii) the Company has filed all reports (our review is specifically limited to quarterly and annual reports) required under the Exchange Act with the Commission for the preceding twelve months; and (iii) the Company is not a "shell company" as that term is defined in Rule 144(i)(l)(i) nor has the Company been a “shell company” for a period of at least one year. Discussion Based on the facts presented to us, the Seller's holding period for the Note as determined by Rule 144(d) began when the Seller provided full consideration for the Note. In this instance, the Seller has represented to us that the Note was fully paid on or before ______________. In order for the Seller to convert the Note into the Shares free of restrictions under Rule 144, the Issuance must meet the requirements of Rule 144(b)(1), which determines the requirements for restrictions on securities for non-affiliates. Specifically, under Rule 144(b)(1), the issuance of the Shares to the Seller without restriction must either meet or be exempt from the requirements of Rule 144(c) and 144(d). Based on a limited review of the Company’s most recent filings with the Commission, the Company meets the current public information requirements of Rule 144(c). Pursuant to Rule 144(d)(3)(ii), the holding period for securities issued in conversion of other securities of the same Company is deemed to have begun at the same time as the securities surrendered for conversion. Therefore, the Seller's holding period is deemed to begin on the date that the Note was fully paid which was...
FACTS. BPI or an Affiliate gives the Employee, or the Employee gives BPI, written notice of non-extension on or after the date that is six months before the fourth anniversary of the Commencement Date and before the date that is six months before the fifth anniversary of the Commencement Date.
FACTS. 1. The Member has formed a limited liability company under the provisions of the Act by causing a Certificate of Formation to be filed with the Delaware Secretary of State;
FACTS. The Company and various other business entities have become wholly-owned subsidiaries (the "Subsidiaries") of VIALOG Corporation, a Massachusetts corporation ("VIALOG"), in connection with the acquisition of the Subsidiaries by VIALOG (the "Acquisitions") pursuant to various Agreements and Plans of Reorganization or Stock or Asset Purchase Agreements (the "Acquisition Agreements"). Executive has realized, and will continue to realize, substantial value as a result of the Acquisitions and a subsequent public offering of shares of VIALOG. The Company desires to employ Executive as a senior executive with the duties, responsibilities, rights and obligations set forth below, and Executive desires to be so employed. In Executive's capacity as a senior executive of the Company, Executive will obtain access to, and be in a position to adversely affect, the confidential information and good will of VIALOG and its Subsidiaries (VIALOG and the Subsidiaries collectively and each individually referred to as the "VIALOG Group").
FACTS. Reasons we can share your personal information Does Medallion Bank share? Can you limit this sharing? For our everyday business purposes - such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus Yes No For our marketing purposes - to offer our products and services to you No No For joint marketing with other financial companies No No For our affiliates' everyday business purposes - information about your transaction and experiences No No For our affiliates' everyday business purposes - information about your creditworthiness No We do not share For nonaffiliates to market to you No We do not share Questions? Call 800-789-8001 or the customer service number on your billing statement Rev. 3/2015 What we do How does Medallion Bank protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. How does Medallion Bank collect my personal information? We collect your personal information, for example, when you n apply for a loan n give us your contact information n give us your income information n provide employment information or n show your government-issued ID We also collect your information from others, such as credit bureaus, affiliates, or other companies. Why can't I limit all sharing? Federal law gives you the right to limit only n sharing for affiliates' everyday business purposes - information about your creditworthiness n affiliates from using your information to market to you n sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.
FACTS. An Indian manufacturing company produces a product that must be manufactured under sterile conditions using machinery that must be kept completely free of bacterial or other harmful deposits. A U.S. company has developed a special cleaning process for removing such deposits from that type of machinery. The U.S. company enters in to a contract with the Indian company under which the former will clean the latter’s machinery on a regular basis. As part of the arrangement, the U.S. company leases to the Indian company a piece of equipment which allows the Indian company to measure the level of bacterial deposits on its machinery in order for it to known when cleaning is required. Are the payments for the services fees for included services ? Analysis : In this example, the provision of cleaning services by the U.S. company and the rental of the monitoring equipment are related to each other. However, the clearly predominant purpose of the arrangement is the provision of cleaning services. Thus, although the cleaning services might be considered technical services, they are not “ancillary and subsidiary” to the rental of the monitoring equipment. Accordingly, the cleaning services are not “included services” within the meaning of paragraph 4(a). Paragraph 4(b) Paragraph 4(b) of Article 12 refers to technical or consultancy services that make available to the person acquiring the services, technical knowledge, experience, skill, know-how, or processes, or consist of the development and transfer of a technical plant or technical design to such person. (For this purpose, the person acquiring the service shall be deemed to include an agent, nominee, or transferee of such person). This category is narrower than the category described in paragraph 4(a) because it excludes any service that does not make technology available to the person acquiring the service. Generally speaking, technology will be considered “made available” when the person acquiring the service is enabled to apply the technology. The fact that the provision of the service may require technical input by the person providing the service does notper se mean that technical knowledge, skills, etc., are made available to the person purchasing the service, within the meaning of paragraph 4(b). Similarly, the use of a product which embodies technology shall not per se be considered to make the technology available. Typical categories of services that generally involve either the development and transfer of ...