Process for valuation. In determining Fair Value the Independent Expert is to be instructed to conduct the valuation:
Process for valuation Sample Clauses
Related to Process for valuation
Address for Payment All payments due under this Note shall be payable at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, or such other place as may be designated by Notice to Borrower from or on behalf of Lender.
Address for Transfers Party A: To be notified to Party B by Party A at the time of the request for the transfer. Party B: To be notified to Party A by Party B upon request by Party A.
FOR VALUE RECEIVED hereby sells, assigns and transfers unto ---------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , -------------------- ---------- -------------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Change in Address for Notices Each of the Grantors, the Administrative Agent and the Lenders may change the address for service of notice upon it by a notice in writing to the other parties.
Address for Notice By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Fax: [PURCHASER SIGNATURE PAGES TO MDGS SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULES These Disclosure Schedules are delivered to you pursuant to Article III of that certain Securities Purchase Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (the “Company”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except and to the extent provided in the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents. Schedule 3.1(a) Subsidiaries
Address for Notices Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company, in care of its General Counsel, at 0000 Xxxxxx Xxxx, Xxxxxxxxxx, XX 00000, or at such other address as the Company may hereafter designate in writing.
Address for Service Notices shall be addressed as follows:
ADDRESS FOR PURPOSE OF NOTICE Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for the receipt of such notices. Until further notice to the other party, it is agreed that the address of the Fund and that of the Manager for this purpose shall be the Principal Financial Group, Xxx Xxxxxx, Xxxx 00000-0000.
INITIALS GMO". The Manager owns the initials "GMO" which may be used by the Trust only with the consent of the Manager. The Manager consents to the use by the Trust of the name "GMO Trust" or any other name embodying the initials "GMO", in such forms as the Manager shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as in this section provided. The foregoing authorization by the Manager to the Trust to use said initials as part of a business or name is not exclusive of the right of the Manager itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Manager and the Trust, the Manager has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Manager and the Trust, the Manager has the exclusive right so to use, or authorize others to use, said initials and the Trust agrees to take such action as may reasonably be requested by the Manager to give full effect to the provisions of this section (including, without limitation, consenting to such use of said initials). Without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Manager made within six months after the Manager has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the initials "GMO" and will not thereafter transact any business in a name containing the initials "GMO" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the initials "GMO" or any other reference to the Manager. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.
Name of Company The name of the Company shall be as set forth in the Certificate.
