Dxxx Xxxxx Sample Clauses

Dxxx Xxxxx. For greater certainty, notwithstanding anything herein to the contrary, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, and all requests, rules, guidelines or directives promulgated thereunder shall be deemed to be a law that becomes effective after the Closing Date, regardless of the date enacted or adopted.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Dxxx Xxxxx. Dr. G. Dxxx Xxxxx, Chief Executive Officer FIRST VIVOS, INC. a Texas corporation By: /s/ R. Kxxx Xxxxxxxx R. Kxxx Xxxxxxxx, Chief Executive Officer SIGNATURE PAGE FOR BIOMODELING SHAREHOLDERS
Sample 1Sample 2
Dxxx Xxxxx. Dx. Xxxx Xxxxx, Chief Executive Officer FIRST VIVOS, INC. a Texas corporation By: /s/ R. Kxxx Xxxxxxxx R. Kxxx Xxxxxxxx, Chief Executive Officer EXHIBIT A EXCHANGE SHARES FOR BIOMODELING SHAREHOLDERS Shareholder Name and Address BioModeling Solutions Shares (to be exchanged) Vivos Biotechnologies Shares* % Interest in Vivos Biotechnologies after Exchange Dx. Xxxx Xxxxx 12,000,000 9,657,948 42.92 % Dx. Xxxxxx Xxxxxx 25,000 20,121 0.09 % Txxx XxXxxx Xxxxxxx 25,000 20,121 0.09 % Ixxx Xxxx Xxxxxxxxx 200,000 160,966 0.72 % Dxxxxx Xxxxx and Mxxxxx Xxxxx 50,000 40,241 0.18 % Cxxxxxx X. Xxxxxx, Trustee of the C.X. Xxxxxx Trust u/a/d 11/4/03 25,000 20,121 0.09 % Dx. Xxxx Xxxxxx 25,000 20,121 0.09 % Mxxx Xxx Xxxxxx, DDS, MPH 25,000 20,121 0.09 % Txxxxx X. Xxxxxxxxxx 25,000 20,121 0.09 % Txxxxxx X. Xxxxxxx 25,000 20,121 0.09 % Total 12,425,000 10,000,000 44.44 % * Shares to be issued to shareholders of BioModeling who have consented to this Amendment. EXCHANGE SHARES FOR VIVOS SOLUTIONS SHAREHOLDERS Shareholder Name Vivos Shares (to be exchanged) Vivos Biotechnologies Shares* % Interest in Vivos Biotechnologies after Exchange R. Kxxx Xxxxxxxx 2,800 5,600,000 24.89 % Jxx Xxxxxx 550 1,100,000 4.89 % Sxxxx XxXxxxxxxx 550 1,100,000 4.89 % RxxXxx Xxxxxx 550 1,100,000 4.89 % Txxx Xxxxxxxx 550 1,100,000 4.89 % Total 5,000 10,000,000 44.44 % * Shares to be issued to shareholders of Vivos who have consented to this Amendment.
Sample 1Sample 2
Dxxx Xxxxx. DX. XXXXXX XXXX SINGH Vivos Employment Agreement - CMO 15 Attachment A Job Description for Founder and Chief Medical Officer Job Title: Founder and Chief Medical Officer Department: Executive Reports To: Chief Executive Officer ESSENTIAL DUTIES AND RESPONSIBILITIES include the following. Other duties may be assigned, as and when reasonably directed by the Chief Executive Officer or the Board of Directors. ● Serve as an advisor liaison to the Clinical Advisory Board and the Company’s Institute for Craniofacial Sleep Medicine, along with providing advice on the Company’s clinical training and clinical protocols. ● Research: Advise with respect to on-going and future clinical studies and/or undertake future company-sponsored clinical studies. ● Device Development: Work with colleagues to develop, test and prototype the next generational devices mutually-agreed upon using resources, equipment and funding provided by the Company. ● Present clinical research findings at local, regional, national and international assemblies and conferences, including Vivos-sponsored conferences and events, when requested. ● Attend and/or make presentations at local, regional, national and international assemblies and conferences when requested. ● Publish and/or supervise the publication of scholarly articles. The Chief Medical Officer will have access to Vivos clinical data for purposes of research and publication. It is expressly acknowledged that the above work product(s) are predicated on the Executive having a mutually-agreed upon Vivos’ Research and Development Budget to work within. It is expressly acknowledged that all content of presentations produced by Executive and other work product is the sole and exclusive property of Vivos with the exception of Executive’s new textbook (expected title Pneumopedics and Craniofacial Epigenetics). The Chief Medical Officer will use the Chief Executive Officer as the primary point of contact within Vivos. In the event the Chief Executive Officer is unavailable, Executive may initiate contact with the Chief Financial Officer. The Chief Medical Officer will have no administrative responsibilities or duties with respect to business operational issues except as specifically granted to Executive in writing by CEO.
Sample 1
Dxxx Xxxxx. Notwithstanding anything in this Agreement to the contrary (a) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (b) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign Governmental Authorities, in each case pursuant to Basel III, shall in each case be deemed not to be in effect on the Agreement Date, regardless of the date enacted, adopted, issued or implemented.
Sample 1

Related to Dxxx Xxxxx

  • Xxxx-Xxxxx-Xxxxxx Notwithstanding any other provision in this Agreement, in the event the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), is applicable to any Member by reason of the fact that any assets of the Company will be distributed to such Member in connection with the dissolution of the Company, the distribution of any assets of the Company shall not be consummated until such time as the applicable waiting periods (and extensions thereof) under the HSR Act have expired or otherwise been terminated with respect to each such Member.

  • Xxxx Xxxxx Xxxxx Xx (In this Agreement, the Lender and the Borrowers are individually referred to as a “Party”, collectively the “Parties”)

  • Xxxx Xxxxxx 97. Xxxxx X. Xxxxx Trust, dated February 26, 1998, Xxxxxxxx X. Xxxxxxxx, Trustee

  • Xxxxx Xxxxx The Xxxxx Xxxxx is the price per Share set forth above.

  • Xxxxx Xxxxxx Notary Public My Commission expires October 4, 2010 EXHIBIT A FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT On this _____ day of __________ 20___, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, XXXXX FARGO BANK, N.A. (the "Seller") as the Seller under that certain Second Amended and Restated Master Mortgage Loan Purchase Agreement, ("Purchase Agreement") and as the Company under that certain Second Amended and Restated Master Seller's Warranties and Servicing Agreement (the "Servicing Agreement") each dated as of May 1, 2006, (collectively, the "Agreements"), the terms of which are incorporated by reference herein, does hereby sell, transfer, assign, set over and convey to Bank of America, National Association as the Purchaser (the "Purchaser") under the Agreements, and Purchaser hereby accepts from Seller, without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to each of the (i) Company Mortgage Loans listed on the related Mortgage Loan Schedule attached hereto as Schedule I, (ii) Exception Mortgage Loans, identifying the related exceptions, listed on the Mortgage Loan Schedule attached hereto as Schedule II and (iii) Third-Party Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Schedule III (collectively, the "Mortgage Loan"), together with the Custodial Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.03 of the Servicing Agreement, the Seller has delivered to the Custodian the documents REQUIRED TO BE DELIVERED UNDER THE AGREEMENTS for each Mortgage Loan to be purchased. The Servicing Files and the Retained Mortgage Files retained by the Seller pursuant to Section 2.01 of the Servicing Agreement shall be appropriately marked to clearly reflect the sale of the related Mortgage Loans to the Purchaser. The Company hereby makes the representations and warranties set forth in Section 3.01 and for each of the Mortgage Loans, Section 3.02 of the Servicing Agreement as of the date hereof. Attached hereto as Exhibit A is a copy of the Third-Party Underwriting Guidelines relating to the Third-Party Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Schedule III. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreements. BANK OF AMERICA, XXXXX FARGO BANK, N.A. NATIONAL ASSOCIATION PURCHASER COMPANY By: By: ---------------------------------- ----------------------------------- Name: Name: -------------------------------- --------------------------------- Title: Title: ------------------------------- -------------------------------- Exhibit A-1 SCHEDULE I COMPANY MORTGAGE LOANS MORTGAGE LOAN SCHEDULE Exhibit A-2 SCHEDULE II EXCEPTION MORTGAGE LOANS MORTGAGE LOAN SCHEDULE Exhibit A-3 SCHEDULE III THIRD-PARTY MORTGAGE LOANS MORTGAGE LOAN SCHEDULE Exhibit A-4 EXHIBIT A THIRD-PARTY UNDERWRITING GUIDELINES Exhibit A-5 EXHIBIT B FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT ____________, 20__ ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Agreement"), dated ___________________, 20__ among _________________, a _________________ corporation having an office at _________________ ("Assignor") and _________________, having an office at _________________ ("Assignee") and Xxxxx Fargo Bank, N.A. (the "Company"), having an office at 0 Xxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000-0000: For and in consideration of the sum of one dollar ($1.00) and other valuable consideration the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

  • Xxxxxx Xxxxx The Employee understands that Data may be transferred to the Corporation or any of its Affiliates, or to any third parties assisting in the implementation, management and administration of the Plan, including any transfer required to a broker or other third party with whom shares of common stock acquired under the Plan or cash from the sale of such shares may be deposited. Furthermore, the recipients that may receive, possess, use, retain, and transfer such Data may be located in Italy or elsewhere, including outside the European Union, and the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Italy. The processing activity, including transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require the Employee’s consent thereto as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the Plan. The Employee understands that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003. The Employee understands that Data will be held only as long as is required by law or as necessary to implement, administer and manage the Employee’s participation in the Plan. The Employee understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, he or she has the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing. Furthermore, the Employee is aware that Data will not be used for direct marketing purposes. In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting the Employee’s local human resources representative. Plan Document Acknowledgment In accepting the grant of this option, the Employee acknowledges that he or she has received a copy of the Plan and the Award Agreement and has reviewed the Plan and the Award Agreement, including this Appendix A, in their entirety and fully understands and accepts all provisions of the Plan and the Award Agreement, including this Appendix A. The Employee acknowledges that he or she has read and specifically and expressly approves the following sections of the Award Agreement: Section 2(d) on Payment of Withholding Taxes; Section 5 on No Right of Continued Employment; Section 9 on Delaware Law to Govern; the section on Acknowledgment of Conditions; and the Data Privacy Notice and Consent section included in this Appendix A. Exchange Control Information The Employee is required to report in his or her annual tax return: (a) any transfers of cash or shares of common stock to or from Italy exceeding €10,000 or the equivalent amount in U.S. dollars; and (b) any foreign investments or investments (including proceeds from the sale of shares of common stock acquired under the Plan) held outside of Italy exceeding €10,000 or the equivalent amount in U.S. dollars, if the investment may give rise to income in Italy. The Employee is exempt from the formalities in (a) if the investments are made through an authorized broker resident in Italy, as the broker will comply with the reporting obligation on the Employee’s behalf.

  • XXX XXXXXXX Xxx The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.

  • Hart-Xxxxx-Xxxxxx Xxe provisions of the Hart-Xxxxx-Xxxxxx Xxx are not applicable to the transactions contemplated hereby and neither the Corporation nor Seller is required to make any filings or submissions to obtain any approvals thereunder in connection herewith.

  • Xxxxx Xxxx Xxxxxx Kanarek -------------------------------------- Xxx: 000-000-6406 Print Name: Sven H. Borho Fxx: 000-000-6444 Print Tixxx: Xxxxxxx; OrbiMed Advisors LLC Subscriptiox Xxxxxx: $023,710.69 ------------------- Shares Purchased: 49,673 ----------------------- SECURITY DELIVERY INSTRUCTIONS (IF DIFFERENT THAN NOTICE ADDRESS) [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT] KNIGHTSBRIDGE POST VENTURE IV L.P. --------------------------------------- Address for Notice: Print Entity Name ------------------ OrbiMed Advisors LLC 767 Third Avenue 00xx Xxxxx Xxx Xxxx, XX 00000

  • Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP, counsel for the Issuer, MP Renaissance and Mon Power, shall have furnished to the Representatives their written opinion, dated the Closing Date and in form and substance reasonably acceptable to the Representatives, addressing the matters set forth in Exhibit 10(j) and such other matters as the Representatives may reasonably request.

Time is Money Join Law Insider Premium to draft better contracts faster.