FINAL VERSION connection with Orexigen’s Co-Promotion of the Products in the Field throughout the Territory, as provided under and in accordance with Section 3.8.3.
FINAL VERSION. If the Employee does not agree with the Board’s determination of Fair Market Value, the Employee may obtain an independent valuation. The independent valuation shall be performed by a mutually agreed upon independent third party, with Executive bearing the entire cost if the independent valuation is within 7.5% of the Board’s valuation and the Company bearing the entire cost otherwise.
FINAL VERSION. A = the fair market value of one Exercise Share (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one Exercise Share shall be determined by the Company's Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 in connection with the Company's initial public offering of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company's initial public offering, and (ii) the number of shares of Common Stock into which each Exercise Share is convertible at the time of such exercise.
FINAL VERSION. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant, Exercise Shares or Underlying Shares in any event unless and until:
FINAL VERSION. The Agreement as amended by this amending agreement is attached as Annex 1. Annex 1 has been prepared only for the sake of clarity and is not binding on the parties. Bonn, Feb. 28, 2013 Deutsche Telekom AG Xxxxxxxxx Xxxxxxx, Board of Management Xxxxxx Xxxxxxxxxx, "Prokurist" (holder of general commercial power of attorney) Frankfurt am Main, Feb. 28, 2013 DeTeMedien, Deutsche Telekom Medien GmbH Xxxxxxx Xxxxxxx, Geschäftsführer Xxxxxxx Xxxx, "Prokurist" (holder of general commercial power of attorney) Annex 1 to the amending agreement dated Feb. 28, 2013 Control agreement between der Deutschen Telekom AG, Xxxxxxxxx-Xxxxx-Allee 140, 53113 Bonn (registered with Bonn District Court HRB 6794), - hereinafter referred to as the "Parent" - and der DeTeMedien, Deutsche Telekom Medien GmbH, Xxxxxxxxxxxxxxx.00, 00000 Xxxxxxxxx xx Xxxx (registered with Frankfurt/Main District Court HRB 8959) - hereinafter referred to as the "Subsidiary" - as amended by the amending agreement dated Feb. 28, 2013
FINAL VERSION e. The Parties agree and acknowledge that the Owner may pledge any rights it has to reimbursement for the agreed-upon cost of constructing the Public Improvements and any Additional Public Improvements as additional security to its lender(s) or other financing parties. At Owner’s request, the City shall enter into a separate agreement with Owner and/or with Owner’s construction lender solely with regard to the City’s reimbursement of the agreed-upon cost of constructing the Public Improvements and any Additional Public Improvements so long as such separate agreement contains terms and conditions that are consistent with those contained in this Agreement with respect to such matters and that do not impose any additional material obligations on the City or the Owner. Without limiting the foregoing, the City agrees to work cooperatively and in good faith with the Owner’s construction lender to provide the construction lender with assurance of funding for the Public Improvements in accordance with the terms and provisions of this Agreement, including without limitation by entering into a customary and commercially reasonable intercreditor agreement or collateral assignment agreement required by said construction lender (meaning that Owner may assign its rights under this Agreement to receive payment and reimbursement from the City as security for Owner’s construction loan, with the understanding that although such assignment shall be a present assignment of its rights under this Agreement, the construction lender will only enforce the assignment if Owner defaults under its construction loan). There shall be no conditions to the Owner receiving the reimbursement from the City other than the conditions set forth in Section 4(c)(i) - (vii) with respect to the Project, and the condition set forth in Section 4(c)(viii) with respect to any Additional Public Improvements that are not complete at the time that the Project is complete. Owner shall not be obligated to start the construction of the Project until the City provides the required assurances to the construction lender as set forth in this section and until the City provides documentation reasonably satisfactory to the Owner that the City is obligated to reimburse the Owner for the agreed-upon cost of constructing the Public Improvements in the manner set forth in this Agreement. The City shall be obligated to provide the documentation and the assurances referenced above even if the Owner starts construction o...
FINAL VERSION. Integral version of the work commissioned, ready for recording after CBC approval
FINAL VERSION. Annex 2 contains the agreement in the version as modified pursuant to this amendment agreement. This Annex 2 is only for the purpose of clarity and does not contain any provision binding on the parties. Frankfurt/Main, March 24, 2014 euromicron AG communication & control technology Xx. Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxxx Gornsdorf, March 24, 2014 LWL Sachsenkabel GmbH – Spezialkabel und Vernetzungstechnik Xxxxxx Xxxx Xx. Xxxxxx Xxxxxxxxx Annex 1 Annex 2 Profit and Loss Transfer Agreement between euromicron AG communication & control technology Zum Laurenburger Hof 76 60594 Frankfurt/Main entered in the commercial register of Frankfurt/Main Local Court under HRB 45562 - hereinafter referred to as the “controlling company” - and LWL Sachsenkabel GmbH – Spezialkabel und Vernetzungstechnik Xxxxxxxxxx Xxxxxx 00, 00000 Xxxxxxxxx entered in the commercial register of Chemnitz Local Court under HRB 5862 - hereinafter referred to as the “controlled company” - in the version of the amendment agreement dated March 24, 2014
FINAL VERSION. Schedule 3.1 The obligation of each Lender to make its initial extension of credit provided for in the Agreement is subject to the fulfillment, to the satisfaction of Agent and each Lender (the making of such initial extension of credit by any Lender being conclusively deemed to be its satisfaction or waiver of the following), of each of the following conditions precedent:
FINAL VERSION. In Witness Whereof, this Agreement is executed by the duly authorized officers or representatives of the Parties as of the date first set forth above. City of Burlington BTC Mall Associates LLC By: BDM Associates LLC, Its Manager By: By: Name: Xxxx Xxxxxxxxxx Name: Xxxxxx Xxxxx Title: Mayor Title: Manager DEVELOPMENT AGREEMENT BTC FINAL VERSION (00283257-4XA9531) Exhibit A 51 sheet plan set entitled “Burlington Town Center, Burlington, Vermont, Planning & Zoning Submission” prepared by PKSB Plus Architects and dated December 15, 2016 and last revised February 16, 2017, as supplemented by “Cellar Plan” Sheet A-050 last revised July 12, 2017, “Floor Plans 1-4th” Sheet A-051 last revised February 21, 2017, “Elevations – Bank Street & Pine Street” Sheet A-202 last revised July 12, 2017, and “Site Plan” Sheet C-103 last revised July 7, 2017. Attached Exhibit B Plan Depicting Public Improvements and Potential Additional Public Improvements Attached Exhibit C Standards and Specifications for Public Improvements 302 page report entitled “Great Streets BTV, City of Burlington, Downtown Street Design & Construction Standards” last revised July 10, 2017, prepared as a joint project of the Community & Economic Development Office and the Department of Public Works, together with the 231 page Appendix. The foregoing is incorporated by reference but not attached. Exhibit D Budget Attached Exhibit E Form of Agreement Memorializing the Terms of Section 4(d) Attached Exhibit F Survey entitled “Lot Line Adjustment for BTC Mall Associates LLC, 000 Xxxxxx Xxxxxx, Xxxxxxxxxx Vermont, by LATITUDES Land Surveying, dated January 9, 2017 and recorded in Map Slide 533B of the City of Burlington Land Records. Attached Exhibit G Form of Stormwater Memorandum of Understanding Attached Exhibit H
