The Xxxxx Reserve Shares Sample Clauses

The Xxxxx Reserve Shares. The Xxxxx Reserve Shares, together with stock transfer powers enabling transfer to NVH or sale, executed in blank by Xxxxx, or the cash sum of $250,000, either of which can be substituted in the discretion of Xxxxx (the "Xxxxx Reserve"), shall be delivered to the Escrow Agent at Closing and held in escrow by the Escrow Agent to secure the obligation of Xxxxx and Merus to indemnify NVH as set forth in Section 2.7 hereof. The Xxxxx Reserve shall be held by the Escrow Agent and utilized to satisfy any demands made for indemnification by NVH. Once the "release conditions" identified below are satisfied, the Escrow Agent shall make a final accounting of the Xxxxx Reserve held in escrow. If at that time there are pending any unresolved indemnification claims, the Escrow Agent shall withhold so much of the Xxxxx Reserve as may be required to satisfy the claim. If there are no unresolved indemnification claims, the remainder of the Xxxxx Reserve shall be: (i) returned to Xxxxx if the Note has been satisfied in full and if all restrictions upon resale of the Last Shares have expired; or (ii) delivered to the Escrow Agent to continue to be held in escrow in addition to the Last Shares in accordance with Section 1.8.2 et seq. if the Note has NOT been satisfied in full or if all restrictions upon resale of the Last Shares shall NOT have expired. For the purposes hereof, the "release conditions" are satisfied once the Escrow Agent delivers to NVH an order dismissing the Xxxxx case as to NVH and Strategicus Partners, Inc. with prejudice, or otherwise a final order is entered in that case in NVH's and Strategicus' favor and provided the time for any permitted appeal has run and no appeal has been filed.
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Related to The Xxxxx Reserve Shares

  • Company to Reserve Shares The Company shall at all times prior to the expiration or termination of the Option reserve and keep available, either in its treasury or out of its authorized but unissued shares of Stock, the full number of shares subject to the Option from time to time.

  • Company to Reserve Stock The Company shall reserve the number of shares of Common Stock required pursuant to and upon the terms set forth in the Subscription Agreement to permit the conversion of this Debenture. All shares of Common Stock which may be issued upon the conversion hereof shall upon issuance by the Company be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

  • Obligation to Reserve Sufficient Shares The Company shall at all times during the term of this Option reserve and keep available a sufficient number of Shares to satisfy this Agreement.

  • Federal Reserve Regulations; Use of Loan Proceeds Except for the Federal Reserve Form to be executed and delivered by the Borrower, no filing or other action is required under the provisions of Regulations T, U or X in connection with the execution and delivery by the Borrower of this Credit Agreement and neither the making of any Loan in accordance with this Credit Agreement nor the use of the proceeds thereof, will violate or be inconsistent with the provisions of Regulations T, U or X.

  • Federal Reserve Regulations; Use of Proceeds (a) Neither the Company nor any Subsidiary of the Company is engaged principally in the business of extending, maintaining or arranging credit for the purpose of purchasing or carrying any "margin stock" (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System of the United States, as amended from time to time).

  • Company to Reserve Common Stock The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of Securities, the full number of shares of Common Stock then issuable upon the conversion of all Outstanding Securities.

  • Federal Reserve Regulations (a) None of Holdings, the Borrower or any of the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.

  • Board of Governors the Board of Governors of the Federal Reserve System.

  • Interest Reserve No later than thirty (30) days after Closing, Borrower shall deposit the amount of $500,000.00 (the “Interest Reserve”) into an account established by Administrative Agent in Borrower’s name but exclusively controlled by Administrative Agent. Provided that no Event of Default shall have occurred and be continuing and the Property is not generating positive NOI, Administrative Agent shall make disbursements from the Interest Reserve for payment when due of any accrued and unpaid interest on the Loan that cannot be paid with NOI. Borrower acknowledges and agrees that the payment of such accrued and unpaid interest by the method described herein is for its convenience and benefit. In the event that the Interest Reserve will be exhausted prior to the Property achieving a Debt Service Coverage Ratio of 1.20 to 1.00, within ten (10) days of Administrative Agent’s request Borrower shall deposit into the Interest Reserve an amount sufficient to bring the balance of the Interest Reserve to $500,000.00. If at any time there are no funds remaining in the Interest Reserve, Administrative Agent shall have no obligation for funding of accrued and unpaid interest, whereupon Borrower shall be and remain responsible for the continuation of all such payments from its own funds. Once the Property achieves a Debt Service Coverage Ratio of 1.20 to 1.00 for at least ninety (90) consecutive days as determined by Administrative Agent, all payments of interest on the Loan shall be paid from NOI and any funds remaining in the Interest Reserve shall be disbursed to Borrower; provided, however, that in the event the Debt Service Coverage Ratio ever falls below 1.20 to 1.00 as determined by Administrate Agent, then Administrative Agent shall reinstate the usage of the Interest Reserve and Borrower’s obligation to fund and replenish the Interest Reserve as provided in this Section 2.15.

  • Federal Reserve Board Regulations Neither the Company nor any of its Subsidiaries is engaged or will engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of such terms under Regulation U. No part of the proceeds of any Loan will be used for “purchasing” or “carrying” “margin stock” as so defined or for any purpose which violates, or which would be inconsistent with, the provisions of the Regulations of the Board of Governors of the Federal Reserve System.

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