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All notices, requests, calls for, and different communications to either celebration hereto or given beneath any Transaction Document shall be in writing and shall be given to such celebration at the physical tackle or send to the electronic mailing tackle set forth in the signature pages hereof or at such other bodily tackle or digital mailing handle as such celebration could hereafter specify for the purpose of notice to the Purchasers and the Company in accordance with the provisions of this Section 5.4. This Agreement could also be executed in counterparts and by completely different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an unique, and both of which, when taken collectively, shall constitute however one and the same Agreement.
The Company Parties agree to take such additional actions as every Purchaser shall moderately request every so often in connection herewith to evidence, give impact to or perform this Agreement and the opposite Transaction Documents and any of the transactions contemplated hereby or thereby. of any Note, such Purchaser shall be required to return any shares of Common Stock topic https://www.fischerharbage.com/book/hes-just-not-type-thats-good-thing-find-love-least-expect/ to any such rescinded conversion notice. notice, request or demand is definitely acquired by the person to whose attention at the seen get together such notice, request or demand is required to be sent.
All The Occasions Taking Place At Kk’s Steel Mill 2021
Section three.1 of the Disclosure Schedule lists all non-audit companies performed by the Accountants for the Company and/or any of its Subsidiaries. Except as set forth on such Section of the Disclosure Schedule, the report of the Accountants on the Financial Statements for the past fiscal 12 months did not include an antagonistic opinion or a disclaimer of opinion, or was qualified as to uncertainty, audit scope, or accounting principles.
At any time after the Original Issue Date till this Note is now not outstanding, this Note shall be convertible, in entire or partly, into shares of Common Stock at the choice of the Holder, at any time and every so often (subject to the conversion limitations set forth in Section four). The Holder shall impact conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal quantity of this Note to be transformed and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-unique Notice of Conversion shall be required, nor shall any medallion assure of any Notice of Conversion type be required. To effect conversions hereunder, the Holder shall not be required to physically give up this Note to the Company except the entire principal quantity of this Note, plus all accrued and unpaid curiosity thereon, has been so converted. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat the Person in whose name this Note is duly registered, upon receipt of applicable signed discover from the Person previously listed on the Note Register as owner hereof, on the Note Register because the owner hereof for the purpose of receiving payment as herein supplied and for all different purposes, whether or not or not this Note is overdue, and neither the Company nor any such agent shall be affected by discover to the contrary.
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Upon an Event of Default, the interest rate set forth hereunder shall increase as offered in Section 7 of this Note. “Purchase Money Lien” means any Lien securing Indebtedness upon or in any gear acquired or held by the Company or any of its Subsidiaries to safe the acquisition value of such equipment or indebtedness incurred solely for the aim of financing the acquisition or lease of such equipment or present on such equipment at the time of its acquisition, in every case offered, that the Lien is confined solely to the property so acquired and enhancements thereon, and the proceeds of such tools. “Mandatory Prepayment Amount” means, at any time with respect to any principal amount, the sum of such outstanding principal amount at such time and all accrued interest hereon unpaid at such time, and all other amounts, costs, charges , bills, indemnification and liquidated and different damages and other quantities because of the Holder or some other Purchaser Party in respect of this Note or some other Transaction Document. “Mandatory Default Amount” means, at any time, the sum of 100 thirty-5 % (a hundred thirty five%) of the sum of the outstanding principal quantity of this Note at such time and all accrued curiosity hereon unpaid at such time and all other amounts, costs, charges , bills, indemnification and liquidated and other damages and different quantities as a result of Holder or any other Purchaser Party in respect of this Note or any other Transaction Document. “DWAC Eligible” implies that the Common Stock is eligible at DTC for full providers pursuant to DTC’s Operational Arrangements, including switch by way of DTC’s DWAC system, the Company has been accredited by the DTC’s underwriting department, the Transfer Agent is permitted as an agent in the DTC/FAST Program, the Conversion Shares are otherwise eligible for delivery by way of DWAC, and the Transfer Agent does not have a policy prohibiting or limiting supply of the Conversion Shares through DWAC. “Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof, including shares of Common Stock issued upon conversion, redemption or amortization of this Note, and shares of Common Stock issued and issuable in lieu of the cash fee of interest on this Note in accordance with the terms of this Note. IN WITNESS WHEREOF, the events hereto have brought on this Securities Purchase Agreement to be duly executed by their respective approved signatories as of the date first indicated above.
- Nothing on this Agreement shall forestall NetSuite from using any Work Product for any products or services, apart from the Localized Product, including exterior the Territory.
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- D. As a part of the strategic reseller program, Strategic Resellers that contribute to the Development Fund, and that become fairness holders in NetSuite KK, are being granted certain most well-liked pricing terms with respect to the distribution of NetSuite products and services in Japan, such terms recognized as «most favored pricing» in the specific Strategic Reseller’s written distribution agreement with NetSuite KK (every, a «Distribution Agreement»).
- Transcosmos and its Affiliates shall, with out demanding any additional consideration therefor, cooperate with NetSuite and provide all assistance requested by NetSuite that is fairly necessary, proper or advisable to carry out or make efficient the foregoing, together with, without limitation, executing and filing purposes, registrations, powers of legal professional and different applicable documents , providing applicable consents and/or authorizations, and becoming a member of in any administrative or judicial action relating to the prosecution or maintenance of any Work Product.
As a condition of transfer, any such transferee shall agree in writing to be sure by the phrases of this Agreement and shall have the rights and obligations of a Purchaser underneath this Agreement. Each Company Party acknowledges and agrees that the representations and warranties of each Purchaser set forth in Section three.1 shall not modify, amend or have an effect on any Purchaser’s proper to depend on the representations and warranties of any Company Party contained in this Agreement or in any other Transaction Document or any other doc or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its enterprise. As of the Closing Date, aside from Indebtedness in favor of Columbia Bank, no Indebtedness or other declare against maritalaffair.com uk any Company Party is senior in right of cost to the Notes or the obligations due thereunder or their guaranties, whether with respect to curiosity or upon liquidation or dissolution, or otherwise, apart from indebtedness secured by buy cash security interests and capital lease obligations . BF Borgers and prior to that, Tama Budaj and Raab (the “Accountants”) are and have been all through the intervals coated by the Financial Statements and thru the date hereof a registered public accounting firm (as defined in Section 2 of the Sarbanes-Oxley Act of 2002), “independent” with respect to the Company inside the that means of Regulation S-X and in compliance with subsections through of Section 10A of the Exchange Act and the associated rules of the SEC and the Public Company Accounting Oversight Board.