Procedures, Etc Sample Clauses
The "Procedures, Etc" clause outlines the specific steps, methods, or protocols that parties must follow to fulfill their obligations under the agreement. It typically details how certain actions should be performed, such as providing notices, submitting documentation, or handling approvals, ensuring that all parties are aware of the required processes. By clearly defining these procedures, the clause helps prevent misunderstandings and disputes by establishing a standardized approach to carrying out contractual duties.
Procedures, Etc. Sections 8(c), (d), (e), (f), (g), (h), (i) and (j) of the Existing Agreement will be applicable to the Offering. The Company hereby waives, with respect to the registration demand in Section 2.1 hereof, its right to purchase set forth in Section 8(k) of the Existing Agreement. Pursuant to Section 8(e) of the Existing Agreement, the Stockholder shall only be responsible for applicable agent fees, transfer taxes, and underwriting discounts and commissions related to the Secondary Shares and the Company shall pay all other fees and expenses in connection with the Registration Statement.
Procedures, Etc. (a) If any Transfer Taxes for which Buyer is responsible under Section 10.2 are imposed, levied or assessed on Seller or any of its Affiliates, or Seller or any of its Affiliates are required by Law or otherwise to pay any such Transfer Taxes, Buyer shall reimburse Seller and/or its Affiliates for the full amount of 1010483421v25 such Transfer Taxes within [***] after receipt from Seller of written request for such reimbursement, accompanied by original receipts or other sufficient evidence of payment of such Transfer Taxes.
(b) If a claim is made against Seller or any of its Affiliates for any Transfer Taxes for which ▇▇▇▇▇ is responsible under Section 10.2, Seller will promptly notify Buyer in writing of such claim; provided, however, that Seller’s failure to provide such notice will not relieve Buyer of its obligations hereunder except to the extent such failure precludes Buyer’s ability to contest the claim. So long as (a) Buyer has provided Seller with an opinion of independent and reputable tax counsel reasonably satisfactory to Seller that a reasonable basis exists for contesting such claim and adequate reserves have been made for such Transfer Taxes or, if required, an adequate bond has been posted, and (b) such contest does not impose any risk on Seller or any of its Affiliates of civil or criminal liability, then Seller and/or its Affiliates, at Buyer’s written request and at ▇▇▇▇▇’s expense, will in good faith contest (or permit Buyer to contest in the name of Buyer or Seller and/or its Affiliates through counsel reasonably acceptable to Seller) the validity, applicability or amount of such Transfer Taxes.
Procedures, Etc. The Holder shall have no obligation to provide or withhold any consent required or permitted under Section 3.2 until the Company shall have provided to the Holder all material facts and calculations related to the transaction requiring such consent, including, without limitation, a calculation of the prospective dilution of the Warrant Shares that will occur in connection with such transaction, a statement of the amount and nature of the shares of common stock of the Company proposed to be issued or reserved in connection with such transaction and a demonstration reasonably satisfactory to the Holder that the same is an Accretive Acquisition. Prior to the completion of a transaction that would result in any dilution of Holder’s equity position in the Company, the Company and the Holder shall confirm by written instrument any such dilution and/or adjustment thereafter applicable.
Procedures, Etc