Further Action definition

Further Action. If, at any time after the Effective Time, any further action is determined by @pos to be necessary or desirable to carry out the purposes of this Agreement, the officers and directors of @pos shall be fully authorized (in the name of Crossvue) to take such action. Escrow: In order to satisfy Crossvue's indemnification obligations set forth in Section 13, Nine Hundred Eighty Thousand Three Hundred Sixty Three (980,363) shares of @pos Common Stock shall be placed in escrow, pursuant to an escrow agreement attached hereto as Exhibit B (the "Escrow Agreement"). Each share of --------- @pos Common Stock shall be valued at the price per share determined by dividing Fifteen Million Five Hundred Thousand Dollars ($15,500,000) by the number of shares of @pos Common Stock on a fully diluted basis immediately prior to the Closing of the Merger. At the end of each of the twelve month, eighteen month and twenty four month periods following the Closing Date, in accordance with the Escrow Agreement, escrowed shares not subject to claims for indemnification, shall be released from escrow as follows: At the end of the twelve month period, Three Hundred Thousand (300,0000) shares of Common Stock shall be released; At the end of the eighteen month period, Three Hundred Thousand (300,000) shares of Common Stock shall be released; and At the end of the twenty four month period, the remaining Three Hundred Eighty Thousand Three Hundred Sixty Three (380,363) shares of Common Stock shall be released, if any of the Three Hundred Eighty Thousand Three Hundred Sixty-Three (380,363) twenty four month escrowed shares of Common Stock are not required to provide for claims for breaches of representations, warranties, covenants, agreements or other indemnification obligations. A representative of the Crossvue shareholders shall be appointed to represent such shareholders (the "Representative") with respect to any claims of breaches -------------- of representations, warranties, covenants, agreements or indemnification obligations identified by @pos during the two-year period. Such claims shall be dealt with by the parties to the Escrow Agreement upon the terms and subject to the conditions set forth therein. The shares deposited in the Escrow Fund shall be deposited ratably from the @pos Merger Stock to be issued to US Ventures, Crosspoint 2000 Q, LLP, Crosspoint 2000, LLP and Imperial Venture Partners. CONDUCT OF BUSINESS PENDING CLOSING; SHAREHOLDER APPROVAL Crossvue, @pos and CAC cove...
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Further Action means any decision made by the organisation to act on the whistleblower report. This may involve new or amended internal rules (rules of procedure, ethics charter, etc.), reorganisation of the company’s operations and departments, sanctions or legal proceedings (see the CNIL practical guide on retention periods).
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Further Action. By participating in the Contest, each participant agrees to sign any further documentation requested by Promoter and Co-Promoter consistent with these Official Rules. Awarding of any Prize shall be conditioned upon the potential winner and his/her guest, if any, signing an “Indemnity and Release of Claims” form provided by Promoter or Co-Promoter, which shall release the Contest Entities of all liability, to the extent permitted by law. Failure to complete and sign any documents requested by Promoter or Co-Promoter may result in disqualification and selection of an alternate potential winner.
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Examples of Further Action in a sentence

  • Further action on proposals not included in the competitive range will be deferred pending an award, but the University reserves the right to include additional proposals in the competitive range if deemed in the best interest of the University.

  • Further action by the Union is needed in order to implement certain measures.

  • Further action will be the responsibility of the medical specialist.If medical attention is not available on the worksite or surroundings send the patient to a hospital together with a copy of the SDS.

  • Further action in this matter is deferred pending consideration and disposition of a related issue in People v.

  • Further action Each Party must use all reasonable efforts to do all things necessary or desirable to give full effect to this NSHA and the matters contemplated by it.

  • Further action will be treated as specified in the guidelines for Preparation of Mine Closure Plan issued by the Ministry of Coal dated 27th August, 2009 and subsequent amendments.

  • Further action may be taken through the Johnson County Court system if attendance continues to decline.

  • Further action, if desired by an Offeror, must be taken by instituting action as provided by the Code of Virginia.

  • Further action Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this Agreement and any transaction contemplated by it.

  • Further action may include suspending, or revoking the exclusion, or other appropriate response necessary to protect human health and the environment.

Related to Further Action

  • Other Actions means any other actions or proceedings, excluding the Proceedings, relating to Released Claims commenced by a Settlement Class Member either before or after the Effective Date.

  • Action shall have the meaning ascribed to such term in Section 3.1(j).

  • Actions means all actions, litigation, complaints, claims, charges, accusations, investigations, petitions, suits, arbitrations, mediations or other proceedings, whether civil or criminal, at law or in equity, or before any arbitrator or Governmental Entity.

  • Legal Action means and includes any claim, counterclaim, demand, action, suit, counterclaim, arbitration, inquiry, proceeding or investigation before any

  • Additional Documents has the meaning specified therefor in Section 5.12 of the Agreement.

  • Bail-In Action means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

  • Take or "Taking" means to pursue, hunt, harass, lure, harm, shoot, trap or ensnare, gig or spear, net, capture, collect, kill, destroy, wound, or attempt to do any of the above.

  • No further action letter means a written response provided by the department under section 20114d confirming that a no further action report has been approved after review by the department.

  • Tort action means a civil action for damages for injury, death, or loss to person or property other than a civil action for damages for a breach of contract or another agreement between persons or government entities.

  • Other Documents means the Note, the Questionnaire, the Fee Letter, any Guaranty, any Guarantor Security Agreement, any Lender-Provided Interest Rate Hedge and any and all other agreements, instruments and documents, including guaranties, pledges, powers of attorney, consents, interest or currency swap agreements or other similar agreements and all other writings heretofore, now or hereafter executed by Borrower or any Guarantor and/or delivered to Agent or any Lender in respect of the transactions contemplated by this Agreement.

  • Class Action Waiver BY ENTERING INTO THIS CONTRACT, YOU ARE GIVING UP YOUR RIGHT TO ARBITRATE OR LITIGATE IN COURT ANY DISPUTE OR CLAIM AS A CLASS ACTION OR COLLECTIVE ACTION, EITHER AS A CLASS REPRESENTATIVE OR MEMBER OR COLLECTIVE ACTION PARTICIPANT. YOU FURTHER AGREE THAT YOUR RIGHTS AS A CONSUMER UNDER THE CCPA ARE NEITHER WAIVED NOR IMPAIRED BY VIRTUE OF PROCEEDING IN A NON-CLASS, NON-CONSOLIDATED AND NON-JOINT ARBITRATION AUTHORIZED UNDER THIS AGREEMENT, NOR SHALL PROCEEDING IN A NON-CLASS, NON-COLLECTIVE OR NON-CONSOLIDATED AND NON-JOINT ARBITRATION BE DEEMED OR DETERMINED TO CONSTITUTE A WAIVER OR IMPAIRMENT OF YOUR RIGHTS. IN THE EVENT AN ARBITRATOR DEEMS THIS CLASS ACTION WAIVER INVALID, THEN THE ARBITRATION PROVISION ABOVE SHALL BE NULL AND VOID. Waiver of Right to Trial by Jury: IN ARBITRATION, EACH PARTY EXPRESSLY AND IRREVOCABLY WAIVES THEIR RIGHT TO A TRIAL BY JURY OF ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING CLAIMS ARISING UNDER THE CALIFORNIA CONSUMER PRIVACY ACT OR ANY OTHER FEDERAL OR STATE LAWS. Force Majeure, Uncontrollable Circumstances: XOOM will not be responsible for supplying gas in the event of circumstances beyond its control such as events of Force Majeure, including but not limited to, acts of terrorism, sabotage, or acts of God. XOOM may cancel this Agreement if there is any change in regulation, law, pricing structure, tariff, or change in procedure required by a third party that results in XOOM being prevented, prohibited, or frustrated from carrying out the terms of this Agreement.

  • Documents includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced.

  • Actions or Proceedings means any action, suit, proceeding, arbitration or Governmental or Regulatory Authority investigation or audit.

  • Motion means a formal proposition to be discussed and voted on during the course of a meeting.

  • Further Competition Procedure means the further competition procedure described in paragraph 3 of Framework Schedule 5 (Call Off Procedure);

  • the other party means, with respect to the Company, Parent and means, with respect to Parent, the Company.

  • the transaction means [the transaction by which X and Y have ceased to be distinct within the meaning of section 23 of the Act];

  • Formal proceedings means proceedings conducted before a judge with notice to interested persons.

  • Quebec Action means the Quebec Action as defined in Schedule A.

  • written law means this Constitution and all Acts and Ordinances and subsidiary legislation for the time being in force in Singapore.

  • Adjudicatory proceeding means a contested case, a proceeding that may culminate in a contested case, a petition for declaratory order, a petition for expedited resolution of a negotiability dispute, or any other proceeding which may require the board or its designee to issue a decision, order, or ruling.

  • Adjudicative proceeding means the procedure to be followed in contested cases, as set forth in RSA 541-A:31 through RSA 541-A:36.

  • Response Action means the investigation, cleanup, removal, remediation, containment, control, abatement, monitoring of or any other response action to the presence of Regulated Substances or Contamination in, on, at, under or emanating from the Stadium Site, including the correction or abatement of any violation required pursuant to Environmental Laws or by a Governmental Authority.

  • Protective proceeding means a judicial proceeding in which a protective order is sought or has been issued.

  • Informal proceedings means proceedings for probate of a will or appointment of a personal representative conducted by the probate register without notice to interested persons.

  • Challenge means to appeal a ruling of the Chair.