Further Action definition
Further Action. If, at any time after the Effective Time, any further action is determined by @pos to be necessary or desirable to carry out the purposes of this Agreement, the officers and directors of @pos shall be fully authorized (in the name of Crossvue) to take such action. Escrow: In order to satisfy Crossvue's indemnification obligations set forth in Section 13, Nine Hundred Eighty Thousand Three Hundred Sixty Three (980,363) shares of @pos Common Stock shall be placed in escrow, pursuant to an escrow agreement attached hereto as Exhibit B (the "Escrow Agreement"). Each share of --------- @pos Common Stock shall be valued at the price per share determined by dividing Fifteen Million Five Hundred Thousand Dollars ($15,500,000) by the number of shares of @pos Common Stock on a fully diluted basis immediately prior to the Closing of the Merger. At the end of each of the twelve month, eighteen month and twenty four month periods following the Closing Date, in accordance with the Escrow Agreement, escrowed shares not subject to claims for indemnification, shall be released from escrow as follows: At the end of the twelve month period, Three Hundred Thousand (300,0000) shares of Common Stock shall be released; At the end of the eighteen month period, Three Hundred Thousand (300,000) shares of Common Stock shall be released; and At the end of the twenty four month period, the remaining Three Hundred Eighty Thousand Three Hundred Sixty Three (380,363) shares of Common Stock shall be released, if any of the Three Hundred Eighty Thousand Three Hundred Sixty-Three (380,363) twenty four month escrowed shares of Common Stock are not required to provide for claims for breaches of representations, warranties, covenants, agreements or other indemnification obligations. A representative of the Crossvue shareholders shall be appointed to represent such shareholders (the "Representative") with respect to any claims of breaches -------------- of representations, warranties, covenants, agreements or indemnification obligations identified by @pos during the two-year period. Such claims shall be dealt with by the parties to the Escrow Agreement upon the terms and subject to the conditions set forth therein. The shares deposited in the Escrow Fund shall be deposited ratably from the @pos Merger Stock to be issued to US Ventures, Crosspoint 2000 Q, LLP, Crosspoint 2000, LLP and Imperial Venture Partners. CONDUCT OF BUSINESS PENDING CLOSING; SHAREHOLDER APPROVAL Crossvue, @pos and CAC cove...
Further Action means any decision made by the organisation to act on the whistleblower report. This may involve new or amended internal rules (rules of procedure, ethics charter, etc.), reorganisation of the company’s operations and departments, sanctions or legal proceedings (see the CNIL practical guide on retention periods).
Further Action. By participating in the Contest, each participant agrees to sign any further documentation requested by Promoter and Co-Promoter consistent with these Official Rules. Awarding of any Prize shall be conditioned upon the potential winner and his/her guest, if any, signing an “Indemnity and Release of Claims” form provided by Promoter or Co-Promoter, which shall release the Contest Entities of all liability, to the extent permitted by law. Failure to complete and sign any documents requested by Promoter or Co-Promoter may result in disqualification and selection of an alternate potential winner.