Sentences with phrase «upon a party by»

Not exact matches

Judgment upon the Award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets;

«I think the silly season is upon us and I think this whole effort by the Democratic Party is to be expected,» Newton said, adding, «I never mentioned gays or anyone.

The rates are based on a percentage of the streaming company's revenue or total content costs, agreed upon payment amounts by all parties.

Something, by the way, which the initial publisher as an outside third party couldn't hope to ascertain or act upon.

Low closing costs is based upon analysis of application, appraisal, and origination fees for competing U.S. lenders as compiled by an independent third party research firm on a quarterly basis.

On Tuesday night, the Republican tax reform bill passed the Senate upon a party - line vote, clearing the way for it to be signed by U.S. President Donald Trump.

We may also substitute, by way of unilateral novation, effective upon notice to you, The Defense Alliance of Minnesota for any third party that assumes our rights and obligations under this Agreement.

in the case of our directors, officers, and security holders, (i) the receipt by the locked - up party from us of shares of Class A common stock or Class B common stock upon (A) the exercise or settlement of stock options or RSUs granted under a stock incentive plan or other equity award plan described in this prospectus or (B) the exercise of warrants outstanding and which are described in this prospectus, or (ii) the transfer of shares of Class A common stock, Class B common stock, or any securities convertible into Class A common stock or Class B common stock upon a vesting or settlement event of our securities or upon the exercise of options or warrants to purchase our securities on a «cashless» or «net exercise» basis to the extent permitted by the instruments representing such options or warrants (and any transfer to us necessary to generate such amount of cash needed for the payment of taxes, including estimated taxes, due as a result of such vesting or exercise whether by means of a «net settlement» or otherwise) so long as such «cashless exercise» or «net exercise» is effected solely by the surrender of outstanding stock options or warrants (or the Class A common stock or Class B common stock issuable upon the exercise thereof) to us and our cancellation of all or a portion thereof to pay the exercise price or withholding tax and remittance obligations, provided that in the case of (i), the shares received upon such exercise or settlement are subject to the restrictions set forth above, and provided further that in the case of (ii), any filings under Section 16 (a) of the Exchange Act, or any other public filing or disclosure of such transfer by or on behalf of the locked - up party, shall clearly indicate in the footnotes thereto that such transfer of shares or securities was solely to us pursuant to the circumstances described in this bullet point;

We anticipate that, after consummation of the transactions contemplated by the 2014 Recapitalization and upon the closing of this offering, only the Post-IPO Note, and none of the Related - Party Notes or the Related - Party Warrants, would remain outstanding, and all of our issued and outstanding shares of convertible preferred stock and common stock of various classes would be converted into shares of common stock.

We anticipate that, after consummation of the transactions contemplated by the 2014 Recapitalization Agreement and upon the closing of this offering, only the Post-IPO Note, and none of the Related - Party Notes or the Related - Party Warrants, would remain outstanding, and all of our outstanding shares of convertible preferred stock and common stock of various classes would be converted into shares of common stock.

We anticipate that, after consummation of the transactions contemplated by the 2014 Recapitalization Agreement and upon the closing of this offering, only the Post-IPO Note, and none of the Related - Party Notes or the Related - Party Warrants, would remain outstanding, and all of our issued and outstanding shares of convertible preferred stock and common stock of various classes would be converted into shares of common stock.

Actual results may vary materially from those expressed or implied by forward - looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the Merger, including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval of the Merger Agreement, (c) the parties may fail to secure the termination or expiration of any waiting period applicable under the HSR Act, (d) other conditions to the consummation of the Merger under the Merger Agreement may not be satisfied, (e) all or part of Arby's financing may not become available, and (f) the significant limitations on remedies contained in the Merger Agreement may limit or entirely prevent BWW from specifically enforcing Arby's obligations under the Merger Agreement or recovering damages for any breach by Arby's; (2) the effects that any termination of the Merger Agreement may have on BWW or its business, including the risks that (a) BWW's stock price may decline significantly if the Merger is not completed, (b) the Merger Agreement may be terminated in circumstances requiring BWW to pay Arby's a termination fee of $ 74 million, or (c) the circumstances of the termination, including the possible imposition of a 12 - month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger; (3) the effects that the announcement or pendency of the Merger may have on BWW and its business, including the risks that as a result (a) BWW's business, operating results or stock price may suffer, (b) BWW's current plans and operations may be disrupted, (c) BWW's ability to retain or recruit key employees may be adversely affected, (d) BWW's business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) BWW's management's or employees» attention may be diverted from other important matters; (4) the effect of limitations that the Merger Agreement places on BWW's ability to operate its business, return capital to shareholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against BWW and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and / or tax factors; and (8) other factors described under the heading «Risk Factors» in Part I, Item 1A of BWW's Annual Report on Form 10 - K for the fiscal year ended December 25, 2016, as updated or supplemented by subsequent reports that BWW has filed or files with the SEC.

The Series A Preferred shall also be convertible into any future series of Preferred Stock (the «Future Preferred») under either of the following circumstances: (a) if such conversion is approved by the Board or (b) if such conversion is in connection with a future Preferred Stock equity financing in which the Company's fully diluted pre-money valuation is greater than the Company's fully diluted post-money valuation immediately following the Series A Financing contemplated by this term sheet (a «Future Financing»), in either case, on a one - for - one basis (subject to anti-dilution adjustment) at the option of the holder; provided however, if such conversion is in connection with a Future Financing, that the holder may convert into shares of Future Preferred only in the event that all of such shares of Future Preferred received by the holder upon conversion are sold to an Approved Investor (as defined below) no later than 90 days following the first closing of the Future Financing at a price per share no lower than the price per share at which the Company sells shares of such Future Preferred in the Future Financing and, provided further, that such Approved Investor is not an affiliate, family member, or related party of the holder.

Upon separation from employment with the Company or on demand by the Company during my employment, I will immediately deliver to the Company, and will not keep in my possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Company Confidential Information, Associated Third Party Confidential Information, as well as all devices and equipment belonging to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), Company credit cards, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, photographs, charts, any other documents and property, and reproductions of any and all of the aforementioned items that were developed by me pursuant to my employment with the Company, obtained by me in connection with my employment with the Company, or otherwise belonging to the Company, its successors, or assigns, including, without limitation, those records maintained pursuant to Section 3.C.

Once the feasibility study is delivered, Viscount retains the option to «put» its 25 % ownership back to Sumitomo at a valuation determined by a mutually agreed upon third party appraisal firm.

A further key move of Rowan Williams and the primates at Egypt was the creation (as mentioned previously at Lambeth) of a «Pastoral Forum,» by which trusted figures from around the Anglican world would be appointed to help warring parties to arrive at agreed - upon solutions.

But taking off one's shoes upon arriving at an American dinner party would be a demonstration of disrespect, while an American host who asks guests to remove their shoes in order to preserve the cleanliness of the carpet is disrespectful to the guests, by showing more honor to his possessions than to them.

When he left, the Republican right was «unleashed,» poised to drive the party in its own direction (and that of the Reagan presidency) by capitalizing on widespread hostility toward the cultural changes of the 1970s that many believed had been foisted upon America by ideological liberals.

It represents the inevitable confusion of middle - class intellectualism which imagines that political changes are achieved by the united efforts of good people who bring pressure to bear upon traditional political parties.

We got the poorly designed, budget - busting act because the sensible ideas he and others put forward were never acted upon by the Republican Party, which has approached the problem of universal health care coverage and financing with its head, well, let's say, in the sand.

Powerful well - funded agencies, often promoted by the State (I avoid the word «Government» as I do not want to speak in party - political terms), are mounting a relentless onslaught upon the family and especially the moral sense of our young people.

Many hundred large Volumes have been published upon this Controversy: But the books of the Big - Endians have been long forbidden, and the whole Party rendered incapable by Law of holding Employments.»

Their argument is that, to put it in Lincoln's language, «if the policy of the government upon vital questions affecting the whole people is to be irrevocably fixed by decisions of the Supreme Court, the instant they are made in ordinary litigation between parties in personal actions, the people will have ceased to be their own rulers, having to that extent practically resigned their government into the hands of that eminent tribunal.»

At the same time, the candid citizen must confess that if the policy of the government upon vital questions affecting the whole people is to be irrevocably fixed by decisions of the Supreme Court, the instant they are made in ordinary litigation between parties in personal actions, the people will have ceased to be their own rulers, having to that extent practically resigned their government into the hands of that eminent tribunal.

I do not forget the position assumed by some that constitutional questions are to be decided by the Supreme Court, nor do I deny that such decisions must be binding in any case upon the parties to a suit as to the object of that suit, while they are also entitled to very high respect and consideration in all parallel cases by other departments of the government.

No resolution is possible unless some value agreed upon by both parties can be found to which the disputed intrinsic values are relevant.

If mediation is accepted by the certifying agent, such mediation shall be conducted by a qualified mediator mutually agreed upon by the parties to the mediation.

Upon successful completion of the party, I will receive a $ 50 grocery reimbursement and additional cookbooks by Emeril Lagasse.

«Expanding upon the success of last year's introduction of the Culinary Demonstrations Only ticket at our signature Grand Tasting presented by ShopRite, this year's line - up also features an ice cream social and Italian Harvest Party that fans of all ages can enjoy.»

The review by the Australian Competition Tribunal should be based upon the material that was before the ACCC, but the Tribunal should have the discretion to allow a party to adduce further evidence, or to call and question a witness, if the Tribunal is satisfied that there is sufficient reason.

AGREEMENT DURATION This agreement will begin upon our acceptance of your affiliate application and will end when terminated by either party.

Upon hearing the news, the announcer's widow, Dutchie, rewarded the party seated at table 23 (the second baseman's jersey number) with a ball autographed by Sandberg, who's a co-owner of the restaurant.

The above chores will be completed by (tween's name) in a timely manner as agreed upon by both parties.

I / we agree that if any material change (s) occur (s) in my / our financial condition that I / we will immediately notify BSHFC of said change (s) and unless Baby Safe Homes Franchise Corporation is so notified it may continue to rely upon the application and financial statement and the representations made herein as a true and accurate statement of my / our financial condition.nI / we authorize Baby Safe Homes Franchise Corporation to make whatever credit inquiries / background checks it deems necessary in connection with this application and financial statement.nI / we authorize and instruct any person or consumer reporting agency to furnish to BSHFC any information that it may have to obtain in response to such credit inquiries.nIn consideration of the ongoing association between Baby Safe Homes and the undersigned applicant (hereinafter u201cApplicantu201d), the parties hereto have entered into this Non-Disclosure and Non-Competition Agreement.nWHEREAS, in the course of its business operations, Baby Safe Homes provides its customers products and services which, by nature of the business, include trade secrets, confidential and proprietary information, and other matters deemed material or important enough to warrant protection; and WHEREAS, Applicant, by reason of his / her interest in Baby Safe Homes and in the course of his / her duties, has access to said secrets and confidential information; and WHEREAS, Baby Safe Homes has trade secrets and other confidential and proprietary information, including procedures, customer lists, and particular desires or needs of such customers to which Applicant has access in the course of his / her duties as an Applicant.nNow, therefore, in consideration of the premises contained herein, the parties agree as follows Applicant shall not, either during the time of his / her franchise evaluation with Baby Safe Homes or at any time thereafter either directly or indirectly, communicate, disclose, reveal, or otherwise use for his / her own benefit or the benefit of any other person or entity, any trade secrets or other confidential or proprietary information obtained by Employee by virtue of his / her employment with Baby Safe Homes, in any manner whatsoever, any such information of any kind, nature, or description concerning any matters affecting or relating to the Baby Safe Homes business, or in the business of any of its customers or prospective customers, except as required in the course of his / her employment by Baby Safe Homes or except as expressly authorized Baby Safe Homes Franchise Corporation, in writing.nDuring any period of evaluation with Baby Safe Homes, and for two (2) years thereafter, Applicant shall not, directly or indirectly, induce or influence, divert or take away, or attempt to divert or take away and, during the stated period following termination of employment, call upon or solicit, or attempt to call upon or solicit, any of the customers or patrons Baby Safe Homes including, but not limited to, those upon whom he / she was directly involved, or called upon, or catered to, or with whom became acquainted while engaged in the franchise evaluation process of a Baby Safe Homes franchise business.

Because it would serve no useful purpose, we will refrain from spreading upon these pages the attacks made by each party as to the character and fitness of the other.

It is now incumbent upon this court to fix custody in this case, applying the principles summarized in In re Marriage of Winter, 223 N.W. 2d 165, 166 - 67 (Iowa 1974), which are recognized by both parties and need no repetition here.

... Delight in smooth - sounding platitudes, refusal to face unpleasant facts, desire for popularity and electoral success irrespective of the vital interests of the State, genuine love of peace and pathetic belief that love can be its sole foundation, obvious lack of intellectual vigour in both leaders of the British Coalition Government, marked ignorance of Europe and aversion from its problems in Mr. Baldwin, the strong and violent pacifism which at this time dominated the Labour - Socialist Party, the utter devotion of the Liberals to sentiment apart from reality, the failure and worse than failure of Mr. Lloyd George, the erstwhile great war - time leader, to address himself to the continuity of his work, the whole supported by overwhelming majorities in both Houses of Parliament: all these constituted a picture of British fatuity and fecklessness which, though devoid of guile, was not devoid of guilt, and, though free from wickedness or evil design, played a definite part in the unleashing upon the world of horrors and miseries which, even so far as they have unfolded, are already beyond comparison in human experience.

Back in 2001, during Chancellor Schroeder's time, a Social Democrat - Green Party coalition government put their heads (and money) together to embark upon procuring the Euro Hawk, a variant of the US - developed Global Hawk, a spy drone, built by the American company Northrop Grumman [1].

Some of the changes were agreed upon by all parties, such as the reduction in size of the parliament from 386 to 199 and the accompanying redrawing of districts.

Upon Ed Miliband's election as leader of the Labour Party, The Guardian reported that after looking at Policy Network's Southern Discomfort Again pamphlet, he is expected to set up a commission into the so - called «squeezed middle», modelled on the inquiry set up by Joe Biden into the US middle class.

Can David Lammy honestly say such lessons have been taken to heart by his party and acted upon?

The Liberal Democrat answer — with its emphasis upon community politics, internal democracy and federalism — has typically been very different to that offered by the other parties.

«We will also seize this opportunity to call upon the President, His Excellency Nana Akufo - Addo not only to concentrate on alleged crimes committed in the past but also crimes committed under his watch by members of his government and party.»

This paper's information is that, the wife of the governing New Patriotic Party (NPP) Member of Parliament (MP) for Nsuta - Kwamang Beposo Constituency in the Ashanti Region, Kwame Asafu - Adjei, was not only offered a two - year contract by the Akufo - Addo government upon her retirement from the NCA in July last year, but has been made to act as Director - General many times in the absence of Mr. Anokye.

Laws was determined to establish the achievements of his Party but, based upon notes he kept and those by Clegg, he has detailed accounts of many important decisions and shrewd pen portraits of his ministerial colleagues.

The argument for fixed quotas of women in Parliament has re-emerged and been seized upon by the media and campaign groups claiming that there is serious lack of female representation in the party hierarchy.

Howie Hawkins, the recent Green Party candidate for Governor, called today upon Governor Cuomo to acknowledge the climate change is being caused by human activity, starting with the burning of fossil fuels.

These numbers could be drawn upon by Commisso, whose name will remain on the Independence Party ballot line in November.

Candidates won't outwardly talk about bullet voting since it's frowned upon by party leadership.

In 1964, for example, the Senate GOP's fundraising operations were pretty much dependent upon how much money the state party funded by Gov. Nelson Rockefeller decided to chip in; since then, the centralized Senate Republican Campaign Committee, a network of independent expenditure committees, and scores of single - member Albany fundraisers each year guarantee that no incumbent in a close race will lack for funds.