Basic Lease Information-Extended Term. The Basic Lease Information which applies to the Premises through the Revised Existing Lease Expiration Date is attached as [Exhibit A] to this Sixth Amendment. This Basic Lease Information document shall serve as the operative summary of the principal terms of the Lease, as amended by this Sixth Amendment, which shall apply starting on the Sixth Amendment Effective Date through the Revised Existing Lease Expiration Date. Landlords Early Termination Option and any relocation right under the Existing Lease shall be of no further force and effect.
2.01The Merger. At the Effective Time (as defined below) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporations Law (the “DGCL”) and the Nevada Revised Statutes (the “NRS”), Merger Sub shall be merged with and into BioSculpture, the separate corporate existence of Merger Sub shall cease, and BioSculpture shall continue as the surviving corporation and a wholly-owned subsidiary of SRSG. BioSculpture, following the Merger, is sometimes referred to herein as the
Basic Limitation. Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. Subject to [Section 5.b]) below, the maximum aggregate number of Shares authorized for issuance as Awards under the Plan shall not exceed 4,659,286 Shares, which is the sum of # 550,000 Shares approved at the Company’s 2020 annual meeting of stockholders, plus # 1,000,000 Shares approved at the Company’s 2021 annual meeting of stockholders, plus # 2,000,000 Shares approved at the Company’s 2022 annual meeting of stockholders, plus # 1,000,000 Shares approved at the Company’s 2023 annual meeting of stockholders, # the number of shares subject to the Predecessor Plan’s Available Reserve, plus # the number of shares that are Predecessor Plan Returning Shares, as such shares become available from time to time (the “Absolute Share Limit”). The number of Shares that may be delivered in the aggregate pursuant to the exercise of ISOs granted under the Plan shall not exceed 4,000,000 Shares plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to [Section 5.b]). The limitations of this [Section 5.a]) shall be subject to adjustment pursuant to [Section 11]. The number of Shares that are subject to Options or other Awards outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.
Basic Calculation. Subject to [Section 3.5], [Section 3.6], and [Section 4.1], the short-term incentive compensation earned by each Participant during a Plan Year will equal the product of # such Participant’s target incentive amount, as determined in accordance with [Section 3.2], # the Business Performance Factor established for such Participant, and # such Participant’s Individual Performance Multiplier.
Basic Rule. In the event that the Advisor determines that any payment or transfer by the Company under the Plan to or for the benefit of a Participant (a “Payment’) would be nondeductible by the Company for federal income tax purposes because of the provisions concerning “excess parachute payments” in Section 280G of the Code, then the aggregate present value of all Payments shall be reduced (but not below zero) to the Reduced Amount. For purposes of this [Section 17], the “Reduced Amount” shall be the amount, expressed as a present value, which maximizes the aggregate present value of the Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code.
Basic Transaction. In accordance with the terms and upon the conditions of this Agreement, at the Closing Seller shall sell, transfer, assign, convey and deliver to Buyer all right, title and interest in and to all of the Partnership Securities, free and clear of all Liens.
A Members Annual Additions with respect to any calendar year shall in no event exceed his Contribution Limitation for such calendar year.
Basic Financial Information. The Company shall furnish to Purchaser and any entity that requires such information pursuant to its organizational documents when available # annual audited financial statements for each fiscal year of the Company, including an audited balance sheet as of the end of such fiscal year, an unaudited income statement, and an unaudited statement of cash flows, all prepared in accordance with generally accepted accounting principles and practices; and # quarterly unaudited financial statements for each fiscal quarter of the Company (except the last quarter of the Company’s fiscal year), including an unaudited balance sheet as of the end of such fiscal quarter, an unaudited income statement, and an unaudited statement of cash flows, all prepared in accordance with generally accepted accounting principles and practices, subject to changes resulting from normal year-end audit adjustments. If the Company has audited records of any of the foregoing, it shall provide those in lieu of the unaudited versions.
This Lease shall take effect upon the Execution Date and, except as specifically otherwise provided within this Lease, each of the provisions hereof shall be binding upon and inure to the benefit of Landlord and Tenant from the date of execution and delivery hereof by all parties hereto. The parties acknowledge and agree that the Premises shall be delivered to Tenant for the commencement and performance of the Tenant’s Improvements upon at least ten (10) business days written notice from Tenant to Landlord requesting delivery of the Premises (such date of delivery shall be referred to as the “Delivery Date”); provided, that Tenant shall not be liable for the cost of utilities supplied to the Premises prior to the Delivery Date.
Term. The term of this Agreement shall be from the date hereof until unless terminated sooner in accordance with [Section 5] or [Section 6] hereof, provided, however, that the term shall be automatically extended for an additional year on and on January 1 of each year thereafter, unless either party hereto gives written notice of an intention not to extend this Agreement (a “Non-Renewal Notice”) on or before September 30 of the then current year, in which case no further automatic extension shall occur and the term of this Agreement shall end on December 31 of such year.
Term. Effective as of the Effective Date of this Agreement, Paragraph 42 of the Rider to the Original Lease and all other applicable provisions of the Original Lease are hereby modified and amended as follows:
Term. Subject to the provisions of this [Section 7], the term of this Agreement shall continue from the date of this Agreement until the end of the Agency Period, unless earlier terminated by the parties to this Agreement pursuant to this [Section 7].
Term. The term of this Agreement (the “Term”) will commence on the Effective Date and, unless earlier terminated in accordance with this [Article 8], will continue until all Royalty Terms for all Licensed Products have expired in all countries of the Territory.
Term. For the avoidance of doubt, the Term of the Lease applicable to the Expansion Space will expire at CT on , subject to 's renewal option as set forth in [Article 3] of the Lease.
Term. The maximum term of each Option granted to a Non-Employee Director hereunder shall be ten (10) years from the date the Option is granted.
Term. Subject to the terms hereof, Executive’s employment hereunder shall commence as of the date hereof and shall continue until terminated hereunder by either party.
Term. The term of this Agreement (the “Term”) shall become effective as of the Effective Date and shall remain in effect until the earliest of:
Term. No ISO may be exercisable on or after the tenth anniversary of the Date of Grant, and no ISO may be granted under this Plan on or after the tenth anniversary of the effective date of this Plan.
Term. Any unexercised portion of a Stock Appreciation Right granted hereunder shall expire at the end of the stated term of the Stock Appreciation Right. The Committee shall determine the term of each Stock Appreciation Right at the time of grant, which term shall not exceed ten years from the Date of Grant. The Committee may extend the term of a Stock Appreciation Right, in its discretion, but not beyond the date immediately prior to the tenth anniversary of the original Date of Grant. If a definite term is not specified by the Committee at the time of grant, then the term is deemed to be ten years.
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