Further Valuations of the Company Sample Clauses

Further Valuations of the Company. (a) Upon the receipt by the Company after the later of (i) the effective date of this Agreement and (ii) the date of the most recent Company Valuation under this Section 8.7, of funds in respect of Capital Contributions in an aggregate cumulative amount of at least $5,000,000, the Executive Committee shall determine the aggregate equity value of the Company as of such date (the "Valuation Effective Date"); provided, however, that the value so determined -------- ------- shall not be greater than 10.5 times the annualized System Cash Flow for the three month period most recently ended prior to the Valuation Effective Date (giving pro forma effect to the acquisition of any System during such period as if such acquisition had occurred on the first day of such period), less the aggregate consolidated indebtedness for borrowed money of the Company and the Subsidiaries as of the Valuation Effective Date; provided, further, that such -------- ------- determinations shall not be made more frequently than once during each Fiscal Year; and provided, further, that the Executive Committee, acting by unanimous -------- ------- vote of its members, may determine a Company Valuation as it deems appropriate and at any such other times and as frequently as it may otherwise deem appropriate.
Sample 1
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Related to Further Valuations of the Company

  • Further Obligations of the Company Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following:

  • Obligations of the Company Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

  • Operations of the Company Except as set forth on Schedule 3.26, since the Balance Sheet Date the Company has not:

  • Obligations of Parent and of the Company Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.

  • Performance of Obligations of the Company The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect.

  • Further Agreements of the Company The Company covenants and agrees with each Underwriter that:

  • Conditions of the Company The obligation of the Company to issue and sell the Purchase Shares to be sold to and purchased by the Purchaser as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may be waived in writing by the Company in its sole discretion:

  • Representations of the Company The Company represents and warrants to the Purchaser that:

  • Certain Obligations of the Company The Company agrees that it will ---------------------------------- not increase the par value of the shares of Warrant Stock issuable upon exercise of this Warrant above the prevailing and currently applicable Exercise Price hereunder, and that before taking any action that would cause an adjustment reducing the prevailing and current applicable Exercise Price hereunder below the then par value of the Warrant Stock at the time issuable upon exercise of this Warrant, the Company will take such corporate action, as in the opinion of its counsel, may be necessary in order that the Company may validly issue fully paid, nonassessable shares of such Warrant Stock upon the exercise of this Warrant. The Company will maintain an office or agency (which shall initially be the Company's principal office in Redwood City, California) where presentations and demands to or upon the Company in respect of this Warrant may be made and will give notice in writing to the registered holders of the then outstanding Warrants, at their addresses as shown on the books of the Company, of each change of location thereof.

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

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