Section 3.5 definition

Section 3.5. Annual Financial Statements" Section 3.6 "Applicable Contracts" Section 3.7(d) "Asset Purchase" Section 2.1 "Assumed Liabilities" Section 2.4(a) "Benefit Plans" Section 3.10(a) "Xxxx of Sale" Section 2.7(b)(i) "Books and Records" Section 2.1(g) "Business" Recitals "Business Systems" Section 3.21(a)
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Section 3.5 means the requirements of Section 35 of the Act.
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Section 3.5. Buyer SEC Reports" Section 3.4(a) "Buyer Securities" Section 3.2(a) "Buyer Shares" Recitals "Closing" Section 1.4 "Closing Date" Section 1.4 "Closing Date Market Value" Section 1.3(c) "Code" Recitals "Company" Preamble "Company Audited Financial Statements" Section 2.4(a) "Company Benefit Plans" Section 2.14(a) "Company Disclosure Schedules" Article II Preamble "Company Employees" Section 2.14(a) "Company Financial Statements" Section 2.4(a) "Company Permitted Liens" Section 2.5 "Company Unaudited Financial Statements" Section 2.4(a) "Company's Securities" Section 2.2(a) "CSIET" Section 2.11(b)(vi) "Deloitte & Touche" Section 2.4(a) "Determination Date" Section 8.3(c) "Environmental Laws" Section 2.20 "Ernst & Young" Section 3.4(b) "Escrow Agreement" Section 8.5(a) "Escrow Shares" Section 8.5(a) "Exchange Act" Section 3.4(a) "Governmental Authority" Section 2.6 "HSR Act" Section 2.1(f) "Indemnitee" Section 8.3(a) vi.
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Examples of Section 3.5 in a sentence

  • The provisions of Section 3.5 and Article IV shall survive any termination.

  • Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement.

  • Nothing herein shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described in this Section 3.5.

  • Any resignation or removal of the Custodian and appointment of a successor Custodian pursuant to any of the provisions of this Section 3.5 shall become effective upon acceptance of appointment by the successor Custodian.

  • To the extent permitted under the applicable Serviced Corporate Trust Contracts, the Purchasers may perform any of the Serviced Duties through agents, so long as the Purchasers exercise the degree of care required pursuant to Section 3.5 in selecting and supervising any such agents.

  • Where possible, such arrangements shall include entry into agreements containing the provisions set forth in Section 3.5 hereof.

  • Subject to Section 3.5, the Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to purchase any or all owned Bank Premises, including all Furniture, Fixtures and Equipment located on the Bank Premises.

  • The Company agrees that if the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement and it being considered an Event of Default under Section 3.5 of the Note, the Company shall pay to the Buyer the Standard Liquidated Damages Amount in cash or in shares of Common Stock at the option of the Company, until such breach is cured.

  • A written corrective action plan (CAP) that addresses the findings and recommendations in this report should be prepared and forwarded to our office within 90 days, pursuant to Section 35 of the General Municipal Law.

  • Subject to Section 3.5, the Receiver hereby grants to the Assuming Bank an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to purchase any or all owned Bank Premises, including all Furniture, Fixtures and Equipment located on the Bank Premises.

Related to Section 3.5

  • Section 4(2) shall have the meaning set forth in the recitals of this Agreement.

  • Section 102 means section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder as now in effect or as hereafter amended.

  • Section 3 means Section 3 of the Housing and Urban Development Act of 1968.

  • Section 504 Plan means a student’s individualized plan developed by the student’s Section 504 multidisciplinary team after a pre-placement evaluation finding the student is disabled within the meaning of Section 504 and its implementing regulations.

  • Section 385 Expanded Group shall have the meaning set forth in Treasury Regulation Section 1.385-1(c)(4) for an “expanded group”.

  • Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

  • Section 2 Nonresident BIDDER" means a BIDDERS whose principal place of business is not in this state, but excludes a contractor whose ultimate parent company or majority owner has its principal place of business in this state.

  • Section 504 means section 504 of the Act.

  • Subsection means subsection of the section in which the term is used;

  • Section 8 means Section 8(c)(2)(A) of the United States Housing Act of 1937, as amended.

  • Section 16 means Section 16 of the Exchange Act and the rules promulgated thereunder and any successor provision thereto as in effect from time to time.

  • Paragraph means a portion of this Consent Decree identified by an Arabic numeral.

  • Section 510(b) Claims means any Claim against any Debtor: (a) arising from the rescission of a purchase or sale of a Security of any Debtor or an affiliate of any Debtor; (b) for damages arising from the purchase or sale of such a Security; or (c) for reimbursement or contribution Allowed under section 502 of the Bankruptcy Code on account of such a Claim; provided that a Section 510(b) Claim shall not include any Claims subject to subordination under section 510(b) of the Bankruptcy Code arising from or related to an Interest.

  • Section 1110 means Section 1110 of the Bankruptcy Code.

  • Paragraph 3 The use of new instructional materials and classroom presentations that may involve controversial issues should be planned by the individual teacher and discussed with the department chairman and the building principal before they are initiated in the classroom.

  • Section means a section of the Act.

  • Section 1 Registered" Section 1 "Registrable Securities" Section 1 "Registration Statement" Section 2.5(a)(i) "Releases" Section 5.13 "SEC" Section 2.5(a)(i) "SEC Documents" Section 5.8 "SEC Filings" Section 1 "Securities Act" Section 1 "Selling Period" Section 1 "Selling Period Obligation" Section 1 "Settlement" Section 1 "Settlement Date" Section 1 "Significant Subsidiaries" Section 5.20 "Subsidiaries Section 5.3 "Suit" Section 5.18(c) "Tax Return" Section 1 "Taxes" Section 1 "Trading Day" Section 1 "Transfer Agent" Section 1 "Underwriter" Preamble "Underwriter's Clearing Broker" Section 1 "Underwriting Price" Section 1 "Underwriter Sales Notice" Section 2.3(b) "Violations" Section 9.1(a) "VWAP" Section 1 "WARN" Section 5.11 PROVISIONAL PATENT APPLICATION HAS BEEN FILED COMMON STOCK UNDERWRITING AGREEMENT COMMON STOCK UNDERWRITING AGREEMENT dated as of November 1, 2000 (the "Agreement"), between Ramius Securities, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Underwriter"), and Triangle Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company").

  • Section 510(b) Claim means any Claim arising from: (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors; (b) purchase or sale of such a security; or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • Section 404 means Section 404 of the Sarbanes-Oxley Act of 2002 and the SEC’s rules and regulations promulgated thereunder.

  • This means we liquidate purchase payments in the order they were made: the oldest unliquidated purchase payment first, the next oldest unliquidated purchase payment second, etc., until all purchase payments have been liquidated. The surrender charge as to any liquidated purchase payment is determined by multiplying the amount of the purchase payment being liquidated by the applicable percentage shown in the Schedule. The total surrender charge will be the sum of the surrender charges for each purchase payment being liquidated. In a partial withdrawal, the surrender charge is deducted from the Account Value remaining after you are paid the amount requested. The amount requested from a Sub-Account may not exceed the value of that Sub-Account less any applicable surrender charge. In a complete withdrawal (or surrender of this Contract), it is deducted from the amount otherwise payable. CHARGES -------------------------------------------------------------------------------- The types and amounts of charges and when and how they are deducted are described in the Schedule. OWNER, ANNUITANT AND BENEFICIARY -------------------------------------------------------------------------------- The Owner - You are the Owner of this Contract. You have the rights and options described in this Contract, including but not limited to the right to receive the income payments beginning on the Income Date. One or more people may own this Contract. The Annuitant - Unless another Annuitant is shown in the Schedule, you are also the Annuitant. You may name a Contingent Annuitant. You will be the Contingent Annuitant unless you name someone else. If there are joint Owners, we will treat the youngest Owner as the Contingent Annuitant, unless you elect otherwise. If you are not the Annuitant and the Annuitant dies before the Income Date, the Contingent Annuitant becomes the Annuitant. If the Annuitant dies and no Contingent Annuitant has been named, we will allow you sixty days to designate someone other than yourself as Annuitant. The Beneficiary - We pay the death benefit to the primary Beneficiary (unless there are joint Owners in which case proceeds are payable to the surviving Owner). If the primary Beneficiary dies before the Owner, the death benefit is paid to the Contingent Beneficiary, if any. If there is no surviving Beneficiary, we pay the death benefit to the Owner's estate. One or more persons may be named as primary Beneficiary or Contingent Beneficiary. We will assume any death benefit is to be paid in equal shares to the multiple surviving Beneficiaries unless you specify otherwise. You have the right to change Beneficiaries. However, if you designate the primary Beneficiary as irrevocable, you may need the consent of that irrevocable Beneficiary to exercise the rights and options under this Contract. Change of Owner, Beneficiary or Annuitant - During your lifetime and while this Contract is in force you can transfer ownership of this Contract or change the Beneficiary, or change the Annuitant. (However, the Annuitant cannot be changed after the Income Date.) To make any of these changes, you must send us Satisfactory Notice. If accepted, any change in Owner, Beneficiary or Annuitant will take effect on the date you signed the notice. Any of these changes will not affect any payment made or action taken by us before our acceptance. A change of Owner may be a taxable event and may also affect the amount of death benefit payable under this Contract. DEATH BENEFITS -------------------------------------------------------------------------------- Death Benefit Before the Income Date - If any Owner dies before the Income Date, we will pay the Beneficiary the greatest of the following:

  • Section 415 Compensation means:

  • Paragraph 4 The teacher, not the Board, has the responsibility to initiate a change or the termination of the purchase of tax-deferred annuities in accordance with established Board policies.

  • Paragraph 2 A committee of teachers representing all buildings and curriculum areas and working in cooperation with the district leadership team shall be formed prior to the end of the school each year to plan the in-service activities for the next school year.

  • Gross beta particle activity means the total radioactivity due to beta particle emission as inferred from measurements on a dry sample.

  • Termination Assistance means the activities to be performed by the Supplier pursuant to the Exit Plan, and any other assistance required by the Customer pursuant to the Termination Assistance Notice;

  • Particle accelerator means any machine capable of accelerating electrons, protons, deuterons, or other charged particles in a vacuum and of discharging the resultant particulate or other radiation into a medium at energies usually in excess of one MeV. For purposes of this definition, "accelerator" is an equivalent term.