FACTS Sample Clauses

FACTS. Neither the Company nor the Employee gives the other party written notice of non-extension before the date that is six months before the fourth anniversary of the Commencement Date. Result: Effective as of the date that is six months before the fourth anniversary of the Commencement Date, the term of the Agreement as extended in accordance with Example 1 above is further extended 12 months, so that it will expire on the fifth anniversary of the Commencement Date unless further extended in accordance with the provisions of Paragraph 2 of the Agreement.
FACTS. Reasons we can share your personal information Does Medallion Bank share? Can you limit this sharing? For our everyday business purposes - such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus Yes No For our marketing purposes - to offer our products and services to you No No For joint marketing with other financial companies No No For our affiliates' everyday business purposes - information about your transaction and experiences No No For our affiliates' everyday business purposes - information about your creditworthiness No We do not share For nonaffiliates to market to you No We do not share Questions? Call 800-789-8001 or the customer service number on your billing statement Rev. 3/2015 What we do How does Medallion Bank protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. How does Medallion Bank collect my personal information? We collect your personal information, for example, when you n apply for a loan n give us your contact information n give us your income information n provide employment information or n show your government-issued ID We also collect your information from others, such as credit bureaus, affiliates, or other companies. Why can't I limit all sharing? Federal law gives you the right to limit only n sharing for affiliates' everyday business purposes - information about your creditworthiness n affiliates from using your information to market to you n sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. Definitions Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies. n Medallion Bank does not share with our affiliates. Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies. n Medallion Bank does not share with nonaffiliates so they can market to you. Joint Marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you. n Medallion Bank doesn't jointly market.
FACTS. We have received a representation letter from the Seller that, among other things, represent to us the following facts, which we have assumed, and conducted an independent investigation and determined that such representations, are true, correct and complete: (i) on _______________, the Company issued the Note to the Seller in the amount of $___________0; (ii) on ______________ (the “Closing Date”), the Seller advanced the funds to the Company with respect to the Note and the Note was fully paid as of such date; (iii) the Seller is not an "affiliate" of the Company as defined in Rule 144(a)(1); and (iv) the Seller does not know of any material adverse information about the Company or its prospects which has not been publicly disclosed. Furthermore, a limited review of the Company’s most recent filings with the Commission pursuant to the Exchange Act indicate that: (i) the Company is a fully-reporting company under the Exchange Act; (ii) the Company has filed all reports (our review is specifically limited to quarterly and annual reports) required under the Exchange Act with the Commission for the preceding twelve months; and (iii) the Company is not a "shell company" as that term is defined in Rule 144(i)(l)(i) nor has the Company been a “shell company” for a period of at least one year. Discussion Based on the facts presented to us, the Seller's holding period for the Note as determined by Rule 144(d) began when the Seller provided full consideration for the Note. In this instance, the Seller has represented to us that the Note was fully paid on or before ______________. In order for the Seller to convert the Note into the Shares free of restrictions under Rule 144, the Issuance must meet the requirements of Rule 144(b)(1), which determines the requirements for restrictions on securities for non-affiliates. Specifically, under Rule 144(b)(1), the issuance of the Shares to the Seller without restriction must either meet or be exempt from the requirements of Rule 144(c) and 144(d). Based on a limited review of the Company’s most recent filings with the Commission, the Company meets the current public information requirements of Rule 144(c). Pursuant to Rule 144(d)(3)(ii), the holding period for securities issued in conversion of other securities of the same Company is deemed to have begun at the same time as the securities surrendered for conversion. Therefore, the Seller's holding period is deemed to begin on the date that the Note was fully paid which was...
FACTS. 1. Received from , as the Buyer(s),
FACTS. BPI or an Affiliate gives the Employee, or the Employee gives BPI, written notice of non-extension before the date that is six months before the third anniversary of the Commencement Date.
FACTS. The Company and various other business entities have become wholly-owned subsidiaries (the "Subsidiaries") of VIALOG Corporation, a Massachusetts corporation ("VIALOG"), in connection with the acquisition of the Subsidiaries by VIALOG (the "Acquisitions") pursuant to various Agreements and Plans of Reorganization or Stock or Asset Purchase Agreements (the "Acquisition Agreements"). Executive has realized, and will continue to realize, substantial value as a result of the Acquisitions and a subsequent public offering of shares of VIALOG. The Company desires to employ Executive as a senior executive with the duties, responsibilities, rights and obligations set forth below, and Executive desires to be so employed. In Executive's capacity as a senior executive of the Company, Executive will obtain access to, and be in a position to adversely affect, the confidential information and good will of VIALOG and its Subsidiaries (VIALOG and the Subsidiaries collectively and each individually referred to as the "VIALOG Group").
FACTS. The Indian vegetable oil manufacturing firm has mastered the science of producing cholesterol-free oil and wishes to market the product world wide. It hires an American marketing consulting firm to do a computer simulation of the world market for such oil and to adverse it on marketing strategies. Are the fees paid to the U.S. company for included services ? Analysis : The fees would not be for included services. The American company is providing a consultancy service which involves the use of substantial technical skill and expertise. It is not, however, making available to the Indian company any technical experience, knowledge or skill, etc., nor is it transferring a technical plan or design. What is transferred to the Indian company through the service contract is commercial information. The fact that technical skills were required by the performer of the service in order to perform the commercial information service does not make the service a technical service within the meaning of paragraph 4(b). Paragraph 5 Paragraph 5 of Article 12 describes several categories of services which are not intended to be treated as included services even if they satisfy the tests of paragraph 4. Set forth below are examples of cases where fees would be included under paragraph 4, but are excluded because of the conditions of paragraph 5. Example 8 Facts : An Indian company purchases a computer from a U.S. computer manufacturer. As part of the purchase agreement, the manufacturer agrees to assist the Indian company in setting up the computer and installing the operating system, and to ensure that the staff of the Indian company is able to operate the computer. Also, as part of the purchase agreement, the seller agrees to provide, for a period of ten years, any updates to the operating system and any training necessary to apply the update. Both of these service elements to the contract would qualify under paragraph 4(b) as an included service. Would either or both be excluded from the category of included services, under paragraph 5(a), because they are ancillary and subsidiary, as well as inextricably and essentially linked, to the sale of the computer ? Analysis : The installation assistance and initial training are ancillary and subsidiary to the sale of the computer, and they are also inextricably and essentially linked to the sale. The computer would be of little value to the Indian purchaser without these services, which are most readily and usefully provided by th...