Ineligibility for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder in accordance with SEC Guidance, the Company shall # register the resale of the Registrable Securities on Form S-1 or another appropriate form in accordance with SEC Guidance and # undertake to register the Registrable Securities on Form S-3 as soon as such form is available for secondary sales in accordance with SEC Guidance, provided that the Company shall use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.
S-3 Eligibility. At the time the Registration Statement was or will be declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.6 of Form S-3, if applicable. As of the close of trading on the Exchange on , the aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Securities Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately (calculated by multiplying # the price at which the common equity of the Company was last sold on the Exchange on times # the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
UCC-3’s; Payoff Letters. At or prior to the Closing, the Permal Contributor shall have received duly executed payoff letters (“EnTrust Payoff Letters”) or UCC-3 termination statements and other terminations, pay-offs and/or releases evidencing the satisfaction in full of all Closing Indebtedness of the EnTrust Entities (in each case, in form and substance reasonably satisfactory to the Permal Contributor) or, at the EnTrust Contributor’s option, (i)(A) assignments, necessary to terminate, release or assign, as the case may be, all Liens on the EnTrust Contributed Equity Interests and the properties and assets of the EnTrust Entities and (ii)(B) evidence of the complete satisfaction in full of all Closing Indebtedness of the EnTrust Entities.
-3. Employees who are nonresident aliens with no earned income (within the meaning of Code Section 911(d)(2)) from the Employer which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)).
, 3.6 and 3.7. The foregoing licenses include neither a license to provide contract research to any third party nor a license to do contract manufacturing for any third party that has not been granted a license to use the EXPRESSION SYSTEM. Contract research is the performing of services for a third party using one or more HOST STRAINS, EXPRESSION VECTORS, or EXPRESSION SYSTEMS to make batches of NANOBODY PRODUCT that are intended for administration to and/or testing in human beings. Contract manufacturing is the manufacture of NANOBODY PRODUCT under a contract for a third party wherein the third party will sell the NANOBODY PRODUCT under its (or its AFFILIATES) own name or under a tradename owned by it (or its AFFILIATE). [ ].
Section # Form S-3 Eligibility. The Company is eligible to use Form S-3 under the Securities Act to register the resale of Installment Shares on Form S-3.
Form. Unless the grant of a Stock Option is expressly designated at the time of grant as an ISO, it is deemed to be an NQSO. ISOs are subject to the additional terms and conditions in [Article 6].
Form. Payment in respect of the RSUs, after and to the extent they have become nonforfeitable pursuant to [Section 4] or [Section 5] hereof, shall be made in the form of shares of Common Stock. Payment shall only be made in whole shares of Common Stock; any fractional shares shall be paid to Grantee in cash. The Company’s obligations to Grantee with respect to the RSUs will be satisfied in full upon the issuance of the shares of Common Stock (or, with respect to fractional shares, upon the payment in cash) corresponding to such RSUs. Grantee agrees that he or she will cooperate with the Company to facilitate payment of the RSUs, which cooperation may include being required to maintain a brokerage account with the Plan’s recordkeeper.
Form. Each agreement, document, instrument or other writing to be furnished to Agent under any provision of this First Amendment must be in form and substance satisfactory to Agent and its counsel.
[Section 3.1] of the Construction Agency Agreement is hereby amended by deleting [clause (c)] in its entirety and substituting the following therefor:
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