The Top Sample Clauses

The Top. Up Option shall become exercisable upon Purchaser's acceptance for payment and payment for Shares pursuant to the Offer (the "Purchase Date") if Parent and Purchaser do not then own 90% of the then outstanding Shares (determined on a fully diluted basis). The Top-Up Option shall be exercisable in whole and not in part and may be exercised only once and only during the ten Business Day period after the Purchase Date; provided, however, that notwithstanding anything in this Agreement to the contrary the Top-Up Option shall not be exercisable and shall terminate on the Purchase Date if (i) the issuance of the Top-Up Option Shares would require stockholder approval under the rules of the Nasdaq Stock Market, or (ii) the number of Top-Up Option Shares would exceed the number of authorized but unissued shares of Common Stock; and, provided, further, that the Top-Up Option shall terminate upon the first to occur of (x) the Effective Time; (y) the termination of this Agreement in accordance with its terms, and (z) 5:00 p.m. Central Time on the date that is ten Business Days after the Purchase Date.
AutoNDA by SimpleDocs
The Top. Up Payment 1 payable in cash will be calculated as: (a payment of FRF 3.375 in incremental Purchase Price per FRF 1 of Valuation EBITDA for the twelve months ending 31 March 2002 in excess of FRF 29,523,428) capped at a maximum payment of FRF 24,738,750.
The Top. Up Payment 1 payable in IFG shares will be calculated as: a number of IFG shares representing (FRF 1 in incremental Purchase Price per FRF 1 of Valuation EBITDA for the twelve months ending 31 March 2002 in excess of FRF 29,523,428) capped at a maximum of FRF 7,330,000. The number of IFG shares payable under this clause (the "IFG TOP UP 1 SHARES") will be determined using the IFG Share Price and the Exchange Rate.
The Top. UP STOCK OPTION -----------------------

Related to The Top

  • THE ACADEMY 2.1 The Company will establish and maintain, and carry on or provide for the carrying on of the Academy in accordance with the Master Agreement and this Agreement.

  • The P C. agrees to conduct the Practice in compliance with all applicable laws, rules and ordinances.

  • The Front end Fee payable by the Borrower shall be equal to one quarter of one percent (0.25%) of the Loan amount.

  • LITERATURE, ADVERTISEMENTS, AND SOCIAL MEDIA A. Any written information or literature, including educational or promotional materials, distributed by CONTRACTOR to any person or organization for purposes directly or indirectly related to this Agreement must be approved at least thirty (30) days in advance and in writing by ADMINISTRATOR before distribution. For the purposes of this Agreement, distribution of written materials shall include, but not be limited to, pamphlets, brochures, flyers, newspaper or magazine ads, and electronic media such as the Internet.

  • The FTPS Unit Servicing Agent shall distribute to redeeming FTPS Unit holders of record on its books redemption proceeds it receives pursuant to Section 5.02 of the Standard Terms and Conditions of Trust from the Trustee as the sole record owner of FTPS Units on the Trustee's books.

  • THE MINUTES 100. The minutes of the proceedings of a meeting of the Governors shall be drawn up and entered into a book kept for the purpose by the person acting as Secretary for the purposes of the meeting; and shall be signed (subject to the approval of the Governors) at the same or next subsequent meeting by the person acting as chairman xxxxxxx. The minutes shall include a record of:

  • Personal Controls a. Employee Training. All workforce members who assist in the performance of functions or activities on behalf of COUNTY in connection with Agreement, or access or disclose PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY, must complete information privacy and security training, at least annually, at CONTRACTOR’s expense. Each workforce member who receives information privacy and security training must sign a certification, indicating the member’s name and the date on which the training was completed. These certifications must be retained for a period of six (6) years following the termination of Agreement.

  • The Crown Re: Class Size Data For the school years 2020-21 and 2021-22, the Ministry of Education will provide the Parties with the data related to class size for the October and March count dates, when it becomes available. School Boards shall provide to each local a copy of the class size data as submitted to the Ministry of Education as of the September count date in each school year. LETTER OF AGREEMENT #9 BETWEEN The Elementary Teachers’ Federation of Ontario (hereinafter called the ‘ETFO’) AND The Ontario Public School Boards’ Association (hereinafter called ‘OPSBA’) AND The Crown

  • Services to be Furnished by Landlord Landlord agrees to furnish Tenant the following services:

  • Other Users If required by Applicable Laws and Regulations or if the Parties mutually agree, such agreement not to be unreasonably withheld or delayed, to allow one or more Parties to use the Transmission Owner’s Interconnection Facilities, or any part thereof, Interconnection Customer will be entitled to compensation for the capital expenses it incurred in connection with the Interconnection Facilities based upon the pro rata use of the Interconnection Facilities by Transmission Owner, all non-Party users, and Interconnection Customer, in accordance with Applicable Laws and Regulations or upon some other mutually-agreed upon methodology. In addition, cost responsibility for ongoing costs, including operation and maintenance costs associated with the Interconnection Facilities, will be allocated between Interconnection Customer and any non-Party users based upon the pro rata use of the Interconnection Facilities by Transmission Owner, all non-Party users, and Interconnection Customer, in accordance with Applicable Laws and Regulations or upon some other mutually agreed upon methodology. If the issue of such compensation or allocation cannot be resolved through such negotiations, it shall be submitted to Dispute Resolution pursuant to Section 12 of the Tariff.

Time is Money Join Law Insider Premium to draft better contracts faster.