Fees, Expenses and Restricted Shares Sample Clauses

Fees, Expenses and Restricted Shares. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay a Due Diligence fee of Three Thousand Dollars ($3,000) to Investor upon signing this Agreement and Fifteen Thousand Dollars ($15,000) to Investor upon the first Advance. 30 days after the signing of the Agreement, the Company shall pay to Investor 1% of the value of 1,500,000 shares valued at the volume weighted average price (VWAP), calculated based upon the ratio of the average value of the common stock of Company traded on the Trading Market to the average volume of such stock traded on such market for such date (or the nearest preceding date), for the 10 trading days immediately preceding the Agreement date. The Company shall also pay a commitment fee of 1,520,000 shares of the Company’s unregistered stock upon signing this Agreement. 1,500,000 of these shares shall be used as credit towards shares for the Advance Notices which the Company shall include in the Registration Statement. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable fees, costs and disbursements in addition to any other relief to which such party may be entitled.
Sample 1
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Fees, Expenses and Restricted Shares. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay a Due Diligence fee of Three Thousand Three hundred and Fifty Dollars ($3,350) to Investor upon signing this Agreement and Forty One Thousand Dollars ($41,000) which the Company shall deliver to investor five days after signing this Agreement or such amount may be realized by Investor selling the Company’s common stock which it has in its possession. 30 days after the signing of the Agreement, the Company shall pay to Investor 1% of the value of 950,000 shares valued at the volume weighted average price (VWAP), calculated based upon the ratio of the average value of the common stock of Company traded on the Trading Market to the average volume of such stock traded on such market for such date (or the nearest preceding date), for the 10 trading days immediately preceding the Agreement date. The Company shall also pay a commitment fee of 1,015,000 shares of the Company’s unregistered stock upon signing this Agreement. 500,000 of these shares shall be used as credit towards shares for the Advance Notices which the Company shall include in the Registration Statement. 450,000 shall be used for stock loan purposes where the Company shall receive 65% Loan To Value less any and all fees and expenses. In addition, the Company shall pay a commitment fee of in 1,545,000 shares of the Company’s unregistered stock to investor upon the signing of the Second Amendment, of which 1,500,000 will be used as credit towards shares for Advance Notices which the Company shall include in the Registration Statement. Also, pertaining to the Second Amendment, the Company will pay up to $8000, with a minimum of $5800, to be paid to the investor from the proceeds issued after the date of the Second Amendment.
Sample 1
Fees, Expenses and Restricted Shares. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay a Due Diligence fee of Ten Thousand ($10,000) to Investor upon signing this Agreement, Five Thousand ($5,000) of which has already been paid and Five Thousand ($5,000) which shall be paid by Company to Investor upon the first Advance. Company shall transfer to Investor 300,000 shares of stock three days after signing the Reserve Equity Financing Agreement. For any fund or entity that the Investor directly or indirectly introduces to the Company who subsequently provides bridge financing or assists in providing bridge financing to the Company, the Company shall deliver an additional 500,000 shares of stock to the Investor three days after signing the bridge financing agreement. In the event that the Company does not obtain bridge financing directly or indirectly through the Investor but advances $2,500,000 through the Reserve Equity Financing arrangement, the Company shall issue an additional 500,000 shares of stock three days after having Advanced an aggregate sum of $2,500,000. All shares of stock delivered to Investor by the Company shall be included in a Registration Statement by the Company. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable fees, costs and disbursements in addition to any other relief to which such party may be entitled.
Sample 1

Related to Fees, Expenses and Restricted Shares

  • Dividend Restrictions No subsidiary of the Company is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such subsidiary’s equity securities or from repaying to the Company or any other subsidiary of the Company any amounts that may from time to time become due under any loans or advances to such subsidiary from the Company or from transferring any property or assets to the Company or to any other subsidiary.

  • INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS The Fund will provide the Sub-Adviser with the statement of investment objective, policies and restrictions applicable to the Series as contained in the Series' Prospectus and Statement of Additional Information, all amendments or supplements to the Prospectus and Statement of Additional Information, and any instructions adopted by the Board of Trustees supplemental thereto. The Fund agrees, on an ongoing basis, to notify the Sub-Adviser in writing of each change in the fundamental and non-fundamental investment policies of the Series and will provide the Sub-Adviser with such further information concerning the investment objective, policies, restrictions and such other information applicable thereto as the Sub-Adviser may from time to time reasonably request for performance of its obligations under this Agreement. The Fund retains the right, on written notice to the Sub-Adviser or the Adviser, to modify any such objective, policies or restrictions in accordance with applicable laws, at any time.

  • Stock Options and Restricted Stock (a) Upon termination of the Executive’s employment with the Employer without Cause or as a result of a Constructive Termination without Cause, all restrictions on any Equity Award granted or issued by the Employer or any of the Participating Subsidiaries to the Employee after the Effective Date, including any transferability or vesting restrictions, immediately shall lapse. The Executive additionally shall have the immediate right to exercise any Employer stock options in full (without regard to any restriction on the underlying stock, and whether granted under this Agreement or otherwise), whether or not any such option is fully exercisable on the date of termination, for the remainder of the original full maximum term of each such stock option. In addition, in the event that the Executive’s employment is terminated for any reason within one (1) year following the consummation of a Change in Control (including, without limitation, the date of the consummation) then the Executive shall be entitled, at the Executive’s option and without the preclusion or reduction of any benefit otherwise available to him under this Agreement (pursuant to Section 12.6 or otherwise), to exercise all options granted previously to the Executive during the longest period permissible under the terms of the plan under which such options were issued from the Change in Control Closing Date, and additionally to freely transfer any options held, directly or indirectly, by the Executive as of the Change in Control Closing Date.

  • Investment Objectives, Policies and Restrictions The Trust will provide Adviser with the statement of investment objectives, policies and restrictions applicable to the Fund as contained in the Trust's registration statements under the Act and the Securities Act of 1933, and any instructions adopted by the Trustees supplemental thereto. The Trust will provide Adviser with such further information concerning the investment objectives, policies and restrictions applicable thereto as Adviser may from time to time reasonably request. The Trust retains the right, on written notice to Adviser from the Trust, to modify any such objectives, policies or restrictions in any manner at any time.

  • PAYMENT METHODS AND RESTRICTIONS 6 2.1 Payment Methods 6 2.2 Final Billing Submission 7 2.3 Financial Status Reports (FSRs) 7 2.4 Use of Funds 7 2.5 Use for Match Prohibited 7 2.6 Program Income 7 2.7 Nonsupplanting. 8

  • Negative Pledge Agreements; Dividend Restrictions The Borrower will not, and will not permit any other Group Member to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which (i) requires the consent of other Persons in connection therewith or (ii) provides that any such occurrence shall constitute a default or breach of such agreement or (b) the Borrower or any other Group Member from (i) paying dividends or making distributions to any Loan Party, (ii) paying any Indebtedness owed to any Loan Party (other than any restrictions imposed on any Loan Party making any such payment pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents), (iii) making loans or advances to, or other Investments in, any Loan Party (other than any restrictions imposed on any Loan Party making such loan or advance pursuant to the Loan Documents during an Event of Default or pursuant to the terms of any Permitted Second Lien Debt Documents having the same restrictions as the Loan Documents) or (iv) prepaying or repaying Secured Obligations; provided that (A) the foregoing shall not apply to restrictions and conditions under the Loan Documents and (B) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement for purchase money Indebtedness or Finance Lease Obligations permitted by this Agreement if such restrictions or conditions apply only to the Property securing such purchase money Indebtedness or Finance Lease Obligations.

  • Permitted License Uses and Restrictions (a) This Order Form Supplement allows you, as an authorized User under the Master Subscription Agreement, to use the Software on any Supported Device and on no other devices.

  • License Grant and Restrictions You are granted a personal, limited, non-exclusive, non-transferable license, to electronically access and use the FinanceWorks Service (the “Service”) solely to manage your financial data, and the purchase rewards application (“Debit Rewards Offers”) to benefit from your debit card purchases. In addition to the FinanceWorks Service and the Debit Rewards Offers, the terms "Service" and “Debit Rewards Offers” also include any other programs, tools, internet-based services, components and any "updates" (for example, Service maintenance, Debit Rewards information, help content, bug fixes, or maintenance releases, etc.) of the Service or Debit Rewards Offers if and when they are made available to you by us or by our third party vendors. Certain Service and Debit Rewards Offers may be accompanied by, and will be subject to, additional terms and conditions. You are not licensed or permitted to do any of the following and you may not allow any third party to do any of the following: (i) access or attempt to access any other systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the material from the FinanceWorks site or from the Debit Rewards Offers program; (iii) permit any third party to benefit from the use or functionality of the Service or Debit Rewards Offers, or any other services provided in connection with them, via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any of the rights granted to you under this license; (v) work around any technical limitations in the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble, or otherwise reverse engineer the Service except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service or Debit Rewards Offers or any services provided in connection with them, prevent access to or the use of the Service, Debit Rewards Offers or any or services provided in connection with them by other licensees or customers, or impose an unreasonable or disproportionately large load on the infrastructure while using the Service; or (vii) otherwise use the Service, Debit Rewards Offers or any services provided in connection with them except as expressly allowed under this Section 1.

  • Restricted Stock Agreement Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine. Unless the Committee determines otherwise, Shares of Restricted Stock shall be held by the Company as escrow agent until the restrictions on such Shares have lapsed.

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