Deeming Provision Sample Clauses

Deeming Provision. The Indemnified Party shall be deemed to have acted or be acting at the specific request of the Corporation upon the Indemnified Party’s being appointed or elected as a director or officer of the Corporation or a director, officer or similar capacity of an Entity at the Corporation’s request.
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Deeming Provision. In the event that this Deed remains unsigned, the Recorder agrees that XXX’s electronic acceptance of the Recorder’s online or manual registration for Garma, and the Recorder’s subsequent attendance at Garma, constitutes acceptance of the terms and conditions of this Deed.
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Deeming Provision. 34 SCHEDULE..................................................................... 36 PART 1....................................................................... 36
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Deeming Provision. Sections in this Agreement may be properly referred to in other documents, including, without limitation, the Credit Documents, as numbers 1.1, 1.2, 1.3, 1.4, etc., or alternatively numbers 1.01, 1.02, 1.03, 1.04, etc.
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Deeming Provision. In this Proposal, the deeming provisions are not rebuttable and are conclusive and irrevocable.
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Deeming Provision. In the Depositary Agreements, each registered holder of Depositary Receipts and each person holding an interest in HDSs, upon acceptance of any HDSs (or any interest therein) issued in accordance with the terms and conditions of the Depositary Agreements will be deemed for all purposes to: k be a party to and bound by the terms of the Depositary Agreements and the applicable Depositary Receipt or Depositary Receipts, and k appoint the HDR Depositary as its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the Depositary Agreements and the applicable Depositary Receipt or Depositary Receipts, to adopt any and all procedures necessary to comply with applicable laws and to take such action as the HDR Depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the Depositary Agreements and the applicable Depositary Receipt and Depositary Receipts, the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof.
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Related to Deeming Provision

  • Call Provision If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement), (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

  • Saving Provision If any part of this Agreement is held to be unenforceable, it shall not affect any other part. If any part of this Agreement is held to be unenforceable as written, it shall be enforced to the maximum extent allowed by applicable law.

  • Governing Provisions This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan will govern. By signing this Agreement, the Grantee confirms that he or she has received a copy of the Plan.

  • Controlling Provisions In the event of any inconsistencies between the provisions of this Amendment and the provisions of any other Loan Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment, the Loan Documents shall not be modified and shall remain in full force and effect.

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