T E R M S. In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:
T E R M S. 1. Section 2.1.1 of the Sale Agreement is hereby deleted in its entirety.
T E R M S. I. The Department of Education and the District shall each appoint an Emergency Management Coordinator to take all steps necessary for the implementation of this Agreement.
T E R M S. 1.00 Services to be performed by Consultant From time to time, and at his own convenience, Consultant shall review and evaluate business entities and or technology products, which the Company may have an interest in acquiring. In addition, Consultant may on his own seek and find business entities and or technology products to present to the Company as possible merger or acquisition targets. 2.00 Terms & Fees 2.01 This Agreement shall commence on March 1, 2004 ("Effective Date") and shall expire on the first anniversary thereof. The company shall have the right to extend this contract for an additional One Year duration on the same terms and conditions. 2.02 As compensation for Consultant's services required hereunder, Consultant shall be entitled to receive 17,500 shares of the Company's common stock, and 23,500 Common Stock Purchase Warrants, entitling the Consultant to purchase up to 23,500 shares of the Company's common stock at the exercise price of $1.00 per share. The shares and the shares underlying the Warrants shall be issued pursuant to the Company's 2003 Equity Incentive Plan, and registered pursuant to an appropriate S-8 Registration Statement, to be filed on or before issuance. Unless otherwise agreed, the certificate representing the shares shall be issued subsequent to the Effective Date of this Agreement. 2.03 In the event that Consultant introduces a third party business opportunity to the Company and a transaction with that third party is effectively completed, Consultant shall be entitled to a finder's fee, payable in cash and/or stock, as may hereafter be agreed upon between the parties at or before the subject transaction is completed. 2.04 The Consultant is an independent contractor, and shall at all time maintain control of his performance pursuant to this Agreement. There is no other relationship between the parties intended or implied. 3.00 Termination 3.01 Company may terminate this agreement anytime after the first 90 days with 30 days prior written notice. If this Agreement is terminated, the Warrants to Purchase shares that have not yet been exercised, if any, shall automatically terminate simultaneously herewith. 3.02 If Company chooses to extend the term of this Agreement beyond March 1, 2005, and thereafter desires to terminate this contract, it may do so at any time provided it gives Consultant at least 30 days prior written notice. 4.00 Miscellaneous 4.01 Anti-dilution. There is no implied "anti-dilutive" provision in this...
T E R M S. 1. Paragraph 7.1 of the PSA shall be and is hereby amended to provide that the Closing Date shall be and the Closing shall occur on October 20, 2016.
T E R M S. In consideration of the foregoing recitals, the mutual covenants and agreements contained in this Agreement, including the exhibits hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:
T E R M S. In consideration of the foregoing, the covenants and other agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:
T E R M S. 3.1 The lien or charge of the Lease is hereby made subject and subordinate to the lien or charge of the Deed of Trust on the hereinafter related terms and conditions; however, if there are any inconsistencies between the Lease and the Deed of Trust, as to Tenant’s rights and obligations under the Lease and Landlord’s obligations under the Lease, the Lease will control
T E R M S. The following provisions of the Agreement are hereby amended:
T E R M S. 1. Section B of Exhibit 1.6 to the Merger Agreement is hereby deleted in its entirety and replaced with the following: Two Million Six Hundred Fifty Thousand (2,650,000) shares of Janex common stock (150,000 of said shares are to be issued to CorDev Corporation). Janex will use its best efforts to register the shares issued to DaMert shareholders under the Securities Act within 150 days after the Closing. If a Registration Statement is not effective within 150 days after the Closing, then for each 30 day period thereafter during which the Registration Statement is not effective, Janex will issue DaMert shareholders an additional 15,000 shares of Janex common stock. DaMert shareholders will not sell during any 3 month period more than the greater of: (i) 5% of Janex's outstanding common stock, and (ii) 200% of the average weekly reported trading volume during the 4 weeks preceding the sale. Notwithstanding the foregoing, if the publicly traded price of the Janex common tock is not at least $2.00 per share on the date of the Closing, and said stock does not reach said price (adjusted as necessary to take into account transactions such as stock splits) within twenty-four (24) months thereafter, then Janex shall issue additional shares of Janex common stock to the DaMert shareholders, as soon as is practicable after the date which is twenty-four (24) months after the date of Closing, and the number of shares to be so issued shall be calculated as follows: divide (x) the difference between (i) $5,300,000 and (ii) the highest publicly traded closing price of Janex's common stock during the 24 month period from the Closing through the date which is 24 months thereafter, times the 2,650,000 shares of stock issued pursuant to this Section (including the value of all splits and other rights relating thereto), by (y) the publicly traded closing price on the date which is 24 months after the date of the Closing. Each party receiving Janex stock agrees, and will confirm said agreement by executing one or more documents so confirming, in form and with content acceptable to Janex, that: (A) the stock will be a restricted security, issued pursuant to one or more exemptions to the registration requirements of the Securities Act; and (B) the party receiving the stock will execute such documents as are necessary and/or appropriate to insure compliance with applicable federal and state laws. Janex obtaining documentation as to the foregoing shall be a condition to the obligat...
