[Print Name of Holder and Title of Signer]
Authorized Disclosure and Use. A Recipient may use and disclose the other Partys Confidential Information as follows: # under appropriate confidentiality provisions substantially equivalent to those in this Agreement, solely as reasonably required in connection with the performance of its obligations or exercise of rights granted to such Party in this Agreement, # to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright, or trademark applications in accordance with this Agreement, prosecuting or defending litigation, complying with Applicable Laws (including, without limitation, any securities regulations applicable to a Party), obtaining Regulatory Approval, or developing or commercializing a Primary Royalty Product or any product incorporating any VDCs or Derivatives thereof (in the case of Primary) or Legacy Royalty Product or any product incorporating any CDCs or Derivatives thereof (in the case of Legacy), provided, however, that if Recipient is required by Applicable Laws to make any such disclosure of the other Partys Confidential Information it will, except where reasonably impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use Commercially Reasonable Efforts to secure confidential treatment of such Confidential Information required to be disclosed and, to the extent confidential treatment cannot be secured using Commercially Reasonable Efforts, provide the other Party a reasonable opportunity to review and comment on the proposed disclosure, # in communication with existing and potential investors, consultants, advisors (including financial advisors, lawyers and accountants), lenders, acquirers, acquisition or merger targets, licensees, licensors, and other strategic partners on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, provided that, in any such disclosure, Primary shall not disclose to any Third Party materially and substantially engaged in the development and commercialization of products in the Legacy Field as a substantial portion of its business the identity of any Advanced CDC or Licensed VDC that is the subject of material ongoing development or commercialization efforts by any Legacy Licensee, Protected Ag Partner Scaffold Information, or Protected Ag Partner Development Process without Legacys prior written consent, or # to the extent mutually agreed to in writing by the Parties.
Authorized Number of Shares. Subject to adjustment under [Section 15], the aggregate number of shares of Common Stock that may be initially issued pursuant to the Plan is Two Million Two Hundred Eighty-Five Thousand Three Hundred Seventeen (2,285,317) shares. The total number of shares of Common Stock described in the preceding sentence shall be available for issuance under Incentive Stock Options. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market or otherwise, all as determined by the Company from time to time. No later than the end of the Transition Period, the maximum number of shares for each type of Stock- Based Award, and the maximum amount of cash for any cash-based Award, intended to constitute performance-based compensation under Code Section 162(m) granted to any Grantee in any specified period shall be established by the Company and approved by the Companys stockholders.
the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect of any Drawing Document (other than
Advances. Subject to the prior satisfaction of all other applicable conditions to the making of an Advance (other than Advances under [Sections 2.3]) set forth in this Agreement, to obtain an Advance, Co-Borrowers shall notify Bank (which notice shall be irrevocable) by electronic mail by Pacific time on the Funding Date of the Advance. Such notice shall be made by Co-Borrowers through Banks online banking program, provided, however, if Co-Borrowers are not utilizing Banks online banking program, then such notice shall be in a written format acceptable to Bank that is executed by an Authorized Signer. Bank shall have received satisfactory evidence that the provision of such notices and the requests for Advances have been approved by the Board. In connection with any such notification, Co-Borrowers must promptly deliver to Bank by electronic mail or through Banks online banking program such reports and information, including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as Bank may request in its sole discretion. Bank shall credit proceeds of an Advance to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from an Authorized Signer or without instructions if the Advances are necessary to meet Obligations which have become due.
Authorized Disclosure of Confidential Information. Notwithstanding [Section 15.1], each Party may disclose Confidential Information to the extent such disclosure is reasonably necessary in the following situations:
Authorized and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of # 100,000,000 shares of Common Stock, of which, 21,608,144 are issued and outstanding and 4,373,898 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Common Shares) exercisable or exchangeable for, or convertible into, shares of Common Stock and # 10,000,000 shares of Preferred Stock, none of which are issued and outstanding. No shares of Common Stock are held in the treasury of the Company.
Authorized and Outstanding Capital Stock. As of the Effective Date, the authorized capital stock of consists of: # preferred stock, par value per share, 1,000,000 authorized shares and no shares issued and outstanding, and # common stock, par value per share, 600,000,000 authorized shares and 8,590,086 issued and outstanding. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are currently listed on a Principal Market under the trading symbol “LIDR.” has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act, delisting the Common Shares from the Principal Market, nor has received any notification that the SEC or the Principal Market is contemplating terminating such registration or listing, except as disclosed in the SEC Documents. Except as disclosed in [Section 4.10(a)] of the Disclosure Schedule or, following the date hereof, in the SEC Documents, is in compliance with all applicable listing requirements of the Principal Market.
Adjustment in Authorized Shares and Awards. In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, shares of Common Stock, or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of shares or other securities of the Company or other rights to purchase shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that any adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, then the Committee shall, in such manner as it may deem equitable, adjust any or all of # the number and type of Shares (or other securities or property) subject to the Option, # the Strike Price with respect to the Option or, if deemed appropriate, make provision for a cash payment to the Grantee, and # the number and kind of Shares underlying the Option. Notwithstanding the foregoing, no such adjustment shall be authorized to the extent that such adjustment would cause the Option to violate Section 424(a) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) or otherwise subject (in the determination of the Committee) any Grantee to taxation under Section 409A of the Code; and provided further that the number of Shares subject to the Option shall always be a whole number.
Certificate of Authorized Officer – Hedge Agreements. On the date of delivery of # the financial statements provided for in [Section 9.1(a)] and [[Section 9.1(b) and (y)])]])] each Reserve Report delivered in connection with an Interim Redetermination, a certificate of an Authorized Officer of the (a “Hedging Compliance Certificate”), setting forth # the calculations required to establish whether the and its were in compliance with [Section 9.18] as of such date and # a true and complete list of all commodity Hedge Agreements of the and each Credit Party, the material terms thereof (in respect of the type, term, effective date, termination date and notional amounts or volumes), any credit support agreements relating thereto not listed on [Schedule 8.21] or on any previously delivered Hedging Compliance Certificate and any margin required or supplied under any credit support document; provided that, in the event that the and its are not in compliance with [Section 9.18] on the date on which delivery of any Hedging Compliance Certificate would otherwise be required pursuant to this [[Section 9.1(g), (A)])]])] such non-compliance shall not constitute a Default and # the shall furnish to the such Hedging Compliance Certificate demonstrating compliance with [Section 9.18] within ten (10) days following such date.
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