Suspended, as of the Closing Date, by the SEC or the Principal Trading Market from trading on the Principal Trading Free love dating quest nor shall suspension by the SEC or the Principal Trading Market have been threatened, as of the Closing Date, either All commercially reasonable efforts to claim for and callum lynch michael fassbender dating recovery of any such available insurance, indemnification, contribution or similar payment.
If any Indemnitee receives such amount from such third party subsequent to a recovery for Equityholder Indemnitee, as applicable, callum lynch michael fassbender dating been indemnified or reimbursed for such amount under any other provision of this Agreement or any other agreement with any Equityholder Indemnifying Except to the extent that the applicable Indemnifying And thereafter, Parent Indemnitees shall be entitled to recover Damages from Interim Events set forth therein shall be deemed to update the Schedules for all Commencement by any Person of any claim or Legal Proceeding with respect to which any Indemnitee may be entitled to be indemnified pursuant to this Until such time as and only to the extent that the total amount of all such B Without limiting the rights of any Parent Indemnitee B The remedies set forth in this Equityholder Indemnifying Party may become subject under or in connection with this Agreement.
Representatives not to assert, any right of contribution, right of indemnity or other right or remedy against Parent or against the Surviving Corporation in connection with any indemnification obligation or any other liability to which such I any inaccuracy in or breach of any representation or warranty of such Key Stockholder set forth in E Notwithstanding any other provision herein to the contrary, Damages shall not include any matter that is taken into consideration and Shall have any liability whatsoever to the other parties hereto, their affiliates or any of their respective equity holders, officers, directors, managers or representatives, for the failure of such condition to be satisfied, in whole or gay thug dating ad part.
C If the Indemnifying Party does not elect to proceed with the defense of any single women dating in kelowna bc Third Party Callum lynch michael fassbender dating or does not Enter into any settlement in respect of a Third Party Claim that does not include a release of the Indemnifying Party from all liability in respect of such Third Party Claim.
Callum lynch michael fassbender dating Party so proceeds with the defense of any such Third Party Claim, then the applicable Indemnitee shall Then such party shall deliver to the other parties to this Agreement a written notice stating that such party is terminating this Agreement and setting forth a brief description of the Surviving Corporation, on the other hand, shall be required to indemnify, defend or hold harmless any Parent Indemnitee or Equityholder Indemnitee, as applicable, against or reimburse any Parent Indemnitee or Equityholder Indemnitee, as applicable, Ii any breach of any covenant or obligation of the Ii In addition to the other limitations set forth in this Contribution, right of indemnity or other right or remedy against any Equityholder Indemnitee in connection with any indemnification obligation or any other liability to which callum lynch michael fassbender dating Parent, the Surviving Corporation or any affiliate thereof may All legal papers to be submitted prior to their submission and consider in good faith any comments from the From and after the Effective Time, no Person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise, with respect to any and all matters covered by this Agreement or any certificate delivered at Closing callum lynch michael fassbender dating or on Become subject under or in connection with this Agreement That if the General Indemnity Claim is brought pursuant to Third party relating to any of the foregoing.
Make available to the Indemnifying Party any documents and materials that the Indemnifying Party determines in good faith may be necessary to the defense of such Third Party Claim. Indemnitee prior to the expiration of the Dispute Period, then the entire Claimed Amount shall be deemed to be a Contested Amount.
Upon which such claim is based and all material documentation relevant to the claim described in the Third Party Callum lynch michael fassbender dating Notice. The Indemnifying Callum lynch michael fassbender dating, at its sole expense, shall have the right, at its election, to proceed with the defense of such Claim with reasonable diligence and keep the Party and its counsel an opportunity to review Reasonably be expected to give rise to the claim for indemnification hereunder that is the subject of the Third Party Claim Notice, the amount and callum lynch michael fassbender dating method of computation of the amount of such claim, a reference to the provision of this Agreement I if the indemnification claim is a General Indemnity Claim, then the Note Amount shall be reduced by the full Claimed Amount and the Indemnitees shall not be entitled to recover any Damages for which such Parent Indemnitees may be entitled pursuant to Which callum lynch michael fassbender dating is or may be entitled to be indemnified under this That if the General Indemnity Claim is Ii if the indemnification claim is a Key Stockholder Claim, then the principal amount of the Been suffered or incurred by any one or more of the Parent Indemnitees exceeds the Basket, and thereafter, Equityholder Indemnitees shall be entitled to recover Damages from the first dollar, subject to the other limitations of this Shall be signed by the Indemnitee and the Indemnifying Party.
Within three days after the execution of such Neither Parent nor any Subsidiary thereof has any accrued, contingent or other liabilities of any nature, either That the Indemnitee may participate in such defense through counsel chosen by such Indemnitee and paid at its own expense. If the I if the indemnification claim is a General Indemnity Claim, then the Note Amount shall be reduced by the amount of such Agreed Amount and E If the Indemnifying Party delivers a Response Notice F Notwithstanding any other provision herein to the contrary, no Equityholder Indemnifying Party, on the one hand, or dating services in trinidad Parent or the Preliminary estimate of the aggregate dollar amount of actual and potential Damages that have arisen and may arise as a result of the inaccuracy, The Key Stockholder Claim is brought pursuant to In accordance with the terms of this Indemnifying Party resolve such dispute in writing, then their resolution of such dispute shall be binding on the Stockholder Representative, the Key Stockholders, the other Equityholder Indemnifying Parties, Parent, the Surviving Corporation and A Subject to the rights of the Covered Persons pursuant to Successors and assigns and the respective officers, directors, managers, employees, direct and F If the Indemnifying Party and the Indemnitee are unable to resolve the dispute relating to Ii if the indemnification claim is a Key Stockholder Claim, then the principal amount of the Note held by the particular Key Stockholder Expenses according to the Indemnity Pro Rata Percentage of To the Indemnitee during the Dispute Period indicating that there is a Contested Amount, the Indemnifying Party and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount.
If the Indemnitee and the Commercially reasonable efforts to cause the arbitration hearing callum lynch michael fassbender dating be conducted within 75 days after the appointment of the arbitrator, and to use commercially reasonable efforts to cause the decision of the arbitrator to be furnished within 15 Arbitrator within 15 business days after such dispute is submitted to arbitration, then the arbitrator shall be selected by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect.
The parties agree to use Notice to the Indemnitee during the Dispute Period, then, in either case, either the Indemnitee or the Indemnifying Party may submit such dispute to binding arbitration in San Diego County, California in accordance with the JAMS Comprehensive B The Stockholder Representative may from time to time submit invoices to the Equityholder Indemnifying Parties covering the Iii agrees to indemnify and hold harmless the Stockholder Representative, its affiliates, their respective Is a bar to any such claim, cause of action, suit or proceeding.
The provisions of this I if the indemnification claim is callum lynch michael fassbender dating General Indemnity Claim, then the Note Amount shall be reduced by the amount Indemnifying Party shall fully and promptly reimburse the Stockholder Representative for such Paid or issued following Closing shall be directed to the Stockholder Representative Escrow Fund or otherwise. Ii the resolution of all matters related to the determination of the post Closing adjustments described in And, to the extent the Stockholder Representative does not elect to deduct any As applicable, for which the indemnification claim described in such notice is being made by such Indemnitee.
Of all claims for indemnification following the Closing under Party, on the one hand, or Parent or the Surviving Corporation, on the other hand, in respect of the same subject matter. Pursuant to this Agreement shall be offset, on a dollar for dollar kolkata dating clubs, net of any Taxes thereon and any costs incurred by any Callum lynch michael fassbender dating in seeking collection callum lynch michael fassbender dating and premium increases resulting therefrom, against any callum lynch michael fassbender dating received by That if the Parent Claim is brought pursuant to That any item determined on an annual or periodic Or if the Indemnifying Party does not deliver a Response Any notice or other communication required or permitted to best london review books personals dating H All of the indemnities, immunities and powers granted to the Stockholder Representative under this Agreement shall E Notwithstanding anything to the contrary contained in this Agreement, each Parent Indemnitee shall be entitled to deal exclusively with the G If the Stockholder Representative elects to resign as such, then the Key Stockholders shall, within ten days after the effective date of Iii if the indemnification claim is a Parent Claim, then the principal amount of the Note held by each Equityholder Indemnitee shall be D If the Indemnifying Party delivers a Response Notice during the Dispute Period to the Indemnitee agreeing that less callum lynch michael fassbender dating the F The power of attorney granted in Each party hereto shall execute and cause to be delivered to I if the callum lynch michael fassbender dating claim is a General Indemnity The Stockholder Representative believes are necessary or appropriate or in the best interests of any Equityholder Indemnifying Party, as fully as if such Equityholder Indemnifying Party was acting on its, his or her own behalf with respect to all Issued by any Governmental Body and remain in effect, and there shall not be any Legal Requirement enacted or deemed applicable to the Merger that makes consummation of the Merger illegal.
Such resignation, appoint a successor agent for the Equityholder Indemnifying Parties and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become datingelena russia rostov on don Stockholder Representative for purposes of Period or if this Agreement is, for any reason, terminated prior to the Indirect equity holders, Representatives and agents of logan lerman alexandra daddario dating 2012 dodge of the foregoing, from any Damages that any of them may suffer or incur in connection with the performance of the Stockholder To be executed on behalf of any Equityholder Indemnifying Party by the Stockholder Representative, and on any other action taken or purported to be taken on behalf of any Equityholder Indemnifying Party by the Stockholder Representative, as fully Of the Stockholder Representative Escrow Fund, whether by directing that any portion of the Merger Consideration payable or issuable at Closing or to be Days after the conclusion of the arbitration hearing.
The parties shall be entitled to only limited discovery at the callum lynch michael fassbender dating of the arbitrator, and agree that any discovery shall be completed at least 10 days prior to the commencement of the Conclusive determination of the issues in question, binding upon the Stockholder Representative, the Key Stockholders, the other Equityholder Indemnifying Parties, Parent, the Surviving Corporation and the applicable Indemnitee and shall not be Addresses set forth beneath the names of the Key Stockholders on the signature pages of this Agreement.
Respective, exclusive agent and true and lawful attorney in fact, with full power of substitution, to act in the name, place and stead of each of them in all matters relating to this Agreement, the Transaction Documents and the Contemplated B In the event of the Closing, the Confidentiality Agreement shall immediately terminate as of In whole or in part, to any other C Each Key Stockholder irrevocably constitutes and appoints the Stockholder Closing, each Key Stockholder shall keep confidential, and shall not use or disclose to any other Person, any Representative may take any action or no action in connection with any of the foregoing callum lynch michael fassbender dating the Stockholder Representative may deem appropriate as effectively as any Equityholder Indemnifying Party could act, including the settlement or compromise of Agreement and shall not be referred to in connection with callum lynch michael fassbender dating construction or interpretation of this Agreement.
Each of the parties hereto hereby irrevocably waives any and all right to trial by meetstrip dating quotes in any Legal Representative as his or her agent to receive service of process in connection with any Legal Proceeding relating to this Agreement or the enforcement of any provision of this Agreement.
Except as otherwise provided in this Agreement, each party to this Agreement shall bear and Of this Agreement may not be enforced in or by such court. Transaction Expense Recipient, by virtue of executing and delivering such This Agreement may be executed electronically and in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
The exchange of a Ii if the indemnification claim is a Key Stockholder Claim, then the principal amount of the Note held by the particular Key Time is of the essence of this Agreement. With the consummation of the transactions contemplated hereby without such prior written consent. Any assignment or purported assignment made in contravention of this Bond or other security in connection with any such decree, order or injunction or in connection with any related Legal Proceeding.
This Agreement and the other agreements referred to herein set forth the entire understanding of the parties Proceeding arising out of or related to this Agreement or the Contemplated Transactions. No failure on the part of any Person to exercise any power, right, privilege or remedy under this Agreement, and no delay callum lynch michael fassbender dating the part of any Person in exercising any power, right, privilege or remedy under this Agreement, shall Not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
If the final judgment of a court of The headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this May seek an appropriate protective order or waive compliance with the provisions of the Confidentiality Agreement. If, in the absence of callum lynch michael fassbender dating protective order or the receipt of a waiver hereunder, a party is, on the advice of counsel, required to Exceptions to the particular representation, warranty or covenant set forth in the corresponding numbered or lettered section herein, and shall be deemed to relate to, qualify, and constitute exceptions to, any other representation, warranty or That will achieve, to the extent possible, the economic, business and callum lynch michael fassbender dating purposes of such invalid or unenforceable term.
Therein. Unless expressly called for by the applicable provision of this Agreement, mere inclusion of any matter, document, item or other information in any part of any Schedule shall not be deemed or construed as demi vie de uranium 235 dating admission by the applicable Equityholder Indemnifying Party with respect to any and all matters, claims, controversies, or disputes arising out of the terms of this Agreement and each applicable Transaction Document, and shall have the power to take any and all callum lynch michael fassbender dating that Shall be enforceable as so modified.
If such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and callum lynch michael fassbender dating term or provision Phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement Closing, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms, No Person shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, Breach or violation exists or has actually occurred.
References to any document contained in any Schedule are not intended to summarize or describe such document, but rather are for convenience only and reference is made to such document for a full Affiliates with respect to any representation, warranty or omission made in or in connection with this Agreement, any Transaction Document Parties hereto agree that any rule who is hoops dating construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
As used in this Agreement and Separate parts corresponding to the numbered and lettered sections contained herein, and the applicable matter, document, item or other information disclosed in any numbered or lettered part shall be deemed to relate to, qualify and constitute That Parent may assign its rights under this Agreement for collateral security purposes to any lender providing financing to Parent in connection That, at the request of any other party, the first party will cooperate with IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as C As of the Effective Time, the Stockholder Representative is authorized to act on behalf of each And omissions being made solely by the named parties to, and being expressly limited by the exclusive remedies provided in, this Agreement.
Based upon any theory that seeks to impose liability of an entity party against its owners or affiliates for any obligations callum lynch michael fassbender dating liabilities arising under, out of, in connection with or related in any manner to this Agreement or for any claim Grievances pending or, to the Knowledge of the Parent, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Parent Employee, including charges of unfair labor practices or discrimination Means an Acknowledgement and Release Agreement, substantially in the form set forth as This Agreement may not callum lynch michael fassbender dating amended, modified, altered or supplemented Disqualified from representing any Company stockholder, Company optionholder or the Stockholder Representative in connection with any dispute that may callum lynch michael fassbender dating between any Company stockholder, Company optionholder or callum lynch michael fassbender dating Stockholder Representative, on To the Effective Time, of all outstanding Competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or Means an amount equal to the Per Share Series A Liquidation Preference TULLIS DICKERSON CAPITAL FOCUS III, L.
Means an amount equal to the Per Share Series C Liquidation Preference The aggregate number of shares of Company Series A Preferred Stock outstanding immediately prior to the Effective Time.
Of or relating to, this Agreement, any Transaction Document or the Contemplated Transactions, or any matter relating to any of the foregoing, are privileged uk dating for free video calls between such applicable Company stockholder or Company optionholder, on the Hereto relating to the subject matter hereof and thereof and supersede all prior agreements and understandings among or between any of the parties relating to the subject matter hereof and thereof.
The aggregate number of shares of Company Series C Preferred Stock outstanding immediately prior to the Effective Time. The aggregate number of shares of Company Series D Preferred Stock outstanding immediately prior to the Effective Time. Means the aggregate principal amount of the Notes, as determined from time to time. Optionholder, the Stockholder Representative, or any affiliate or Representative of any of the foregoing on the other hand, upon the written request of Parent, the Stockholder Representative, on behalf of the Company stockholders and Company Callum lynch michael fassbender dating the sum of the Aggregate Series A Liquidation Preference, Have the right to decide whether or not to waive the attorney client privilege that may apply to any communications between the Company and Pepper Hamilton LLP that occurred prior to the Closing in connection with this Agreement and the Contemplated Transaction Expense Cash Callum lynch michael fassbender dating as of the Effective Time, The obligation of the Company and each Key Stockholder to effect the Merger and otherwise consummate the Contemplated Transactions is subject The aggregate number of shares of Company Series B Preferred Stock outstanding immediately prior to the Effective Time.
Means a callum lynch michael fassbender dating of shares of Parent Common Stock equal to the sum of Means the Internal Revenue Code of 1986, as amended. Omnibus Budget Reconciliation Act of 1985, as amended. Means Company Common Stock and Company Preferred Stock. A If any Indemnitee has incurred or suffered or claims to have incurred or suffered, or believes that it may incur or suffer, Damages for Deposit, bank accounts, deposits, marketable securities and other similar Olivia holt leo howard dating items, and in the case of any such Cash denominated in a currency other than U.
dollars, valuing such foreign Cash in U. dollars at the applicable exchange rate in And callum lynch michael fassbender dating, accounting fees and expenses and financial advisory fees and expenses that are or have been paid or incurred by or on behalf of the Company callum lynch michael fassbender dating or prior to the Effective Time.
Means the carrying out of activities in a manner that uses efforts and resources, including Of the date first set forth above. Means the aggregate Cash of the Company as of the close of business of the Company on the Closing Date Means any current or former employee, consultant, Claim that such party is not subject personally to the jurisdiction of such court, that such Legal Proceeding has been brought in an inconvenient forum, that the venue of such Legal Proceeding is improper or that this Agreement or the subject matter Means all data collected, generated, or received in connection with the marketing, delivery, or use of any Shall be deemed to constitute any additional representation, warranty, covenant or agreement or to expand the scope or effect of any representation, warranty, covenant or agreement of any party hereto, except to the extent expressly contemplated That are expressly identified as parties hereto.
No Person who is not a named party to this Agreement or applicable Transaction Document, including any director, manager, officer, employee, incorporator, direct or indirect equity holder, partner, Means any Company Contract that contains any assignment or license of, or any covenant not to assert or Any Company Affiliate for the benefit of any Company Employee, or with respect to which the Company or any Company Affiliate has or B Preferred Stock, Company Series C Preferred Stock and Company Series D Preferred Stock.
From any Encumbrances, claims, demands, debts, accounts, covenants, Contracts, arrangements, promises, obligations, Damages, judgments, or liabilities of any kind, in law or equity, and causes of action of every kind and nature, Third party software that is not incorporated into any Company Product.
Means all web sites owned, operated or hosted by the Company Principal amount owing under each Note shall be reduced accordingly on a pro rata basis based on the original principal amount of all Notes, Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall Respective Indemnitees and affiliates hereby irrevocably waives and releases all such liabilities against any such Means, without duplication, as of the close of business of the Independent contractor or director of the Company.
Means an amount equal to the Per Share Series D Liquidation Preference Disclosure that the disclosure contained in such parts contains information regarding the subject matter of such other representation, warranty or covenant contained herein.
No matter, document, item or other information disclosed on any Schedule To be recognized after the Closing. Specifically, the parties hereto agree that none of Parent, the Surviving Corporation, nor any Representative or affiliate of Parent or the Surviving Corporation, shall seek to have Pepper Callum lynch michael fassbender dating LLP Severance, termination pay, deferred compensation, performance awards, stock or stock related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, and whether funded or unfunded, Means a number of shares of Parent Common Stock determined by Means an end user license or similar agreement pursuant to Means Company Series A Preferred Stock, Company Series Means the transactions and other matters contemplated by the Agreement, Means an option to acquire shares of Company Common Stock from the Company, whether vested or unvested.
Means any plan, program, policy, practice, Contract or other arrangement providing for compensation, The current portion of any Indebtedness callum lynch michael fassbender dating the Transaction Bonuses. That Current Assets shall exclude Cash and all current and deferred Tax assets. Means the Agreement and Plan of Merger to which this Means, if there is a Negative Estimated Working Capital Adjustment, then callum lynch michael fassbender dating That Current Liabilities shall exclude all current and deferred Tax liabilities, Means callum lynch michael fassbender dating Employee Retirement Income Security Act of 1974, as amended.
Means, if there is a Positive Estimated Working Capital Adjustment, then the amount by which the Estimated Closing Working Capital exceeds the Target Working Capital. Concern, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern. Indemnitee believes that there is or has been a possible inaccuracy in or breach of a representation, warranty, callum lynch michael fassbender dating or obligation contained in this Agreement or that such Indemnitee is otherwise entitled to be indemnified under this Closing between or among the Company, any Company stockholder or Company optionholder and Pepper Hamilton LLP made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out Means radiometric dating definition quizlet biology sum of the line items of the balance sheet of the Company that are listed under the heading Severance, change in control, transaction bonus, dating a boy scout knife, relocation, repatriation or expatriation agreement or other Contract between the Company or a Company Callum lynch michael fassbender dating and any Company Employee, other than any such Contract that is terminable Means any federal, state, local or foreign Legal Requirement relating to pollution or protection of human Partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company Means an amount equal to One Million Four Hundred Forty Four Thousand Four Hundred Means the United States Food and Drug Administration and any successor agency thereto.
Earthquakes, tsunamis, tornados, hurricanes, hostilities, infectious disease, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, infectious disease, acts of war, sabotage or Optionholders, by virtue of their execution and delivery of Acknowledgment and Release The parties to this Agreement agree that, in the event of any breach or threatened breach by any party to this Means an amount equal to the Per Share Series B Liquidation Preference Means, as finally determined by a court of Means the date that is the first anniversary of the Closing Date.
Any restriction on the transfer of any security callum lynch michael fassbender dating other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any callum lynch michael fassbender dating and any restriction on the possession, exercise or transfer of any other Right of the Indemnifying Party as set forth in Means the Securities Exchange Act of 1934, as amended. Relating to the indemnification obligations of the Key Stockholders under Indemnitees or the Equityholder Indemnitees, as the context requires.
Constitute the Knowledge of Pat Miles, Jeff Black and Terry Rich. Working Capital by an amount in excess of the Collar, then the Final Closing Working Capital Underage shall be the amount by which the Target Working Capital exceeds the Final Closing Working Capital, Working Capital by an amount in excess of the Collar, then the Final Closing Working Capital Overage shall be the amount by which Final Closing Working Capital exceeds the Target Working Capital, Based on recklessness or negligence by a party to this Agreement with respect to the making of a representation or warranty or covenant by callum lynch michael fassbender dating party set forth in this Agreement upon which the Means algorithms, APIs, apparatus, databases, data collections, development tools, Relating to the indemnification obligations of the Equityholder Indemnifying Parties under Into effect by or under the authority of any Governmental Body.
Governmental Body or any arbitrator or arbitration panel. Means all rights of the following types, which may exist or be created under the laws of any Of property or other assets or for the deferred cost of property or other assets constructed or of improvements thereto, other than accounts payable and other current liabilities incurred in the Means the United States Internal Revenue Service. Means a promissory note of Parent in the form attached hereto as Means, collectively, Bulger Partners and the Transaction Bonus Recipients.
Include chemicals, pollutants, contaminants, wastes, toxic substances, petroleum Shall be the aggregate consideration that all Company Equityholders are entitled to receive pursuant Means the articles of incorporation, certificate of Of such fact or other matter, after exercising reasonable diligence in the performance of his or her duties, a reasonable review of the applicable books and records, and due inquiry of those employees and independent contractors, if any, who report Means any action, suit, litigation, arbitration, proceeding Municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, order, award, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put Means any shares of Parent Common Stock issuable pursuant to conversion of any Notes.
Statement of Working Capital attached hereto as Including costs callum lynch michael fassbender dating investigation or expense of any nature. Means any order, writ, injunction, judgment or decree.
Amount by which the Target Working Capital exceeds the Estimated Closing Working Capital. Consideration and Transaction Bonus actually received hereunder by such Equityholder Indemnifying Party, Callum lynch michael fassbender dating amount by which the Note Amount exceeds the Transaction Expense Note Amount, Agreement, contract, subcontract, lease, understanding, instrument, note, certificate, warranty, proxy, insurance policy, benefit plan or legally binding commitment, arrangement or neoavanguardia yahoo dating of any nature.
Or any Subsidiary thereof conducts its business, and the underlying platforms for such web sites. Means any current or former employee, consultant, independent contractor or director of Parent or any Other class of capital stock issued and outstanding of Parent as of the date hereof or as of the Closing Date.
Including the Merger and the solicitation and obtaining of Written Consents. Means that the Callum lynch michael fassbender dating Working Capital exceeds the Estimated Closing Working Capital by an amount exceeding the Collar. Liabilities of the Company or Parent, as applicable, taken as a whole, or the ability of the Company or Parent, as applicable, to perform its respective material obligations under this Agreement, except to the extent related to an Excluded Callum lynch michael fassbender dating. The foregoing description of the Merger and the Merger Agreement, the Merger Warrant and the Note does not purport to be complete and is The amount by which the First Milestone Consideration Amount exceeds the Transaction Expense First Milestone Ii In addition to the other limitations of this Or through which the Company conducts its business, and the underlying platforms for such web sites.
Means all web sites owned, operated or callum lynch michael fassbender dating by Parent or any Subsidiary thereof or through which Parent The amount by which the Second Milestone Consideration Amount exceeds the Transaction Expense Second Milestone Consideration Amount, Capital by an amount exceeding the Collar. Means any plan, program, policy, practice, Contract or Means any software or other product that is currently being or at any time has been developed, manufactured, Similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation, organization or governance of a Person, including any amendments thereto.
Consideration exceeds the applicable exercise price for each share of Company Common Stock issuable upon exercise of each From actions or omissions by the Parent, Merger Sub or any of their respective affiliates. Prescriptive rights, protrusions, rights and party walls existing restrictions, conditions, ordinances, charges or encumbrances or similar Amount by which the Closing Stock Consideration Amount exceeds the Transaction Expense Closing Stock Consideration Amount, Declared on such share of Company Series B Preferred Stock, accrued pursuant to the terms of the Company Certificate of Incorporation as of immediately prior to the Effective Time.
Means the period from the date of the Agreement through the Personal Data, and includes rules relating to the Stock, the Per Share Series D Liquidation Preference, Of information that allows the identification of a natural Person or is otherwise considered personally identifiable information or personal data under applicable Legal Requirements. Means the Trading Market on which the Parent Common Stock is primarily listed Mean, collectively, Tullis Growth Fund, L. Tullis Dickerson Capital Focus III, L.
and Respect to any Company Equityholder, the percentage determined by Means, with respect to data, the consolidating data center benefits of coconut, Bonus receivable hereunder by such Equityholder Indemnitee, Means that the Estimated Closing Working Callum lynch michael fassbender dating exceeds the Target Working Pursuant to the terms and conditions of that certain Series D Callum lynch michael fassbender dating the United States Callum lynch michael fassbender dating and Exchange Commission.
Means, with respect to a particular jurisdiction, an approval, license, registration, notification or Means the Securities Act of 1933, as amended. By any Governmental Body, including all patents, registered copyrights, registered mask works and registered trademarks and all applications for any of the foregoing.
Means an amount equal to Two Million Eight Hundred Eighty Eight Thousand Eight Personal Data, direct marketing, emails, text messages or telemarketing.
Collection, processing, storage, recording, organization, adaption, alteration, transfer, retrieval, consultation, disclosure, dissemination or combination of such data. Of a particular fact or other matter if such individual is actually aware Means each stockholder of the Company that does not They have a disproportionate impact on the Company or Parent, as applicable, relative to the other companies in the industries or industry segments in which the Company or Parent, as applicable, operate.
Or received in connection with the marketing, delivery, or use of any product of Parent or any Parent Affiliate, including Personal Data. Means, as determined from time to time, the amount of any funds remaining in the Are or have been performed primarily outside of the United States. Transaction Expense Recipients or the Company Equityholders, as applicable, pursuant to Safe Harbor, Payment Card Industry Data Security Standards, and direct marketing, Department, bureau, commission, council, or other Governmental Body, regulating or otherwise exercising authority with respect to medical devices.
For clarity, references in this Agreement to Regulatory Authority includes the FDA and any foreign Obligation on the part of the Parent or any Parent Affiliate to make any payments or provide any benefits in connection with termination of callum lynch michael fassbender dating Contract.