Dispute Resolution Clause Example with 83 Variations from Business Contracts
This page contains Dispute Resolution clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, or the arithmetic calculation of the Warrant Shares, the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations via facsimile (a) within two business days after receipt of the applicable notice giving rise to such dispute to the Company or the Holder, as the case may be, or (b) if no notice gave rise to such dispute, at any time after the Holder ...learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price, Closing Sale Price or the Warrant Shares within three business days of such disputed determination or arithmetic calculation being submitted to the Company or the Holder, as the case may be, then the Company shall, within two business days thereafter submit via facsimile (x) the disputed determination of the Exercise Price or Closing Sale Price to an independent, reputable investment bank selected by the Company and approved by the Holder or (y) the disputed arithmetic calculation of the Warrant Shares to the Company's independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than ten business days from the time it receives the disputed determinations or calculations. Such investment bank's or accountant's determination or calculation, as the case may be, shall be binding upon all parties absent manifest error.View More
Variations of a "Dispute Resolution" Clause from Business Contracts
Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, or the arithmetic calculation of the Warrant Shares, applicable Redemption Price (as the case may be), the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile (a) electronic mail (i) within two business days three (3) Business Days after receipt of the applicable notice giving rise to such dispute to the Comp...any or the Holder, as Holder (as the case may be, be) or (b) (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price, Closing Sale Price or the Warrant Shares within three business days (3) Business Days of such disputed determination or arithmetic calculation (as the case may be) being submitted to the Company or the Holder, as Holder (as the case may be, be), then the Company shall, within two business days thereafter (2) Business Days, submit via facsimile (x) the disputed determination of the Exercise Price or Closing Sale Price to an independent, reputable investment bank selected by the Company and approved by the Holder or (y) electronic mail the disputed arithmetic calculation of any Redemption Price (as the Warrant Shares case may be) to the Company's independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant, as accountant (as the case may be, be) to perform the determinations or calculations and notify the Company and the Holder of the results no later than ten business days (10) Business Days from the time it receives the such disputed determinations or calculations. Such investment bank's or accountant's determination or calculation, as the case may be, calculation shall be binding upon all parties absent manifest demonstrable error. 14 19. NOTICES; PAYMENTS. (a) Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company will give written notice to the Holder and the Trustee at least fifteen (15) days prior to the date on which the Company closes its books or takes a record for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder. All notices to be provided to the Trustee hereunder shall be delivered to the Trustee by facsimile (303-262-0608) or via hard copy to the Trustee at its Corporate Trust Office (as defined in the Indenture) located in Highlands Ranch, Colorado. (b) Currency. All dollar amounts referred to in this Note are in United States Dollars ("U.S. Dollars"), and all amounts owing under this Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. "Exchange Rate" means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Note, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed that where an amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such period of time). (c) Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to the Company in writing (which address, in the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers attached to the Securities Purchase Agreement), provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior written notice setting out such request and the Holder's wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day. Any amount of Principal or other amounts due under the Transaction Documents which is not paid when due shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such amount at the rate of sixteen and one-half percent (16.5%) per annum from the date such amount was due until the same is paid in full ("Late Charge"). 15 20. CANCELLATION. After all Principal, accrued Interest, Late Charges and other amounts at any time owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued. View More
Dispute Resolution. (a) Submission to Dispute Resolution. (i) In the case of a dispute as relating to the determination of the Exercise Price, the Closing Sale Price, the Bid Price, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares, Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calcul...ations dispute to the other party via facsimile (a) (A) if by the Company, within two business days (2) Business Days after receipt the occurrence of the applicable notice circumstances giving rise to such dispute to the Company or (B) if by the Holder, as the case may be, or (b) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, Black Scholes Value or such fair market value or such arithmetic calculation of the Exercise Price, Closing Sale Price number of Warrant Shares (as the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or the Warrant Shares within three business days Holder (as the case may be) of such disputed determination or arithmetic calculation being submitted dispute to the Company or the Holder, as Holder (as the case may be, be), then the Company shall, within two business days thereafter submit via facsimile (x) the disputed determination of the Exercise Price or Closing Sale Price to Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute. (ii) The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which the Holder selected such investment bank (the "Dispute Submission Deadline") (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the "Required Dispute Documentation") (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and approved by the Holder or (y) otherwise requested by such investment bank, neither the disputed arithmetic calculation of Company nor the Warrant Shares Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other than the Company's independent, outside accountant. Required Dispute Documentation). (iii) The Company and the Holder shall cause at its expense the such investment bank or to determine the accountant, as the case may be, to perform the determinations or calculations resolution of such dispute and notify the Company and the Holder of the results such resolution no later than ten business days from (10) Business Days immediately following the time it receives Dispute Submission Deadline. The fees and expenses of such investment bank shall be borne solely by the disputed determinations or calculations. Such Company, and such investment bank's or accountant's determination or calculation, as the case may be, resolution of such dispute shall be final and binding upon all parties absent manifest error. 15 (b) Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 13 constitutes an agreement to arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under the rules then in effect under § 7501, et seq. of the New York Civil Practice Law and Rules ("CPLR") and that the Holder is authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 13, (ii) the terms of this Warrant and each other applicable Transaction Document shall serve as the basis for the selected investment bank's resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the terms of this Warrant and any other applicable Transaction Documents, (iii) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 13 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 13 and (iv) nothing in this Section 13 shall limit the Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 13). 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Dispute Resolution. (a) Submission to Dispute Resolution. (i) In the case of a dispute as relating to the determination of the Exercise Price, the Closing Sale Price, or fair market value or the arithmetic calculation of the number of Warrant Shares, Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations 13 dispute to the other part...y via facsimile (a) (A) if by the Company, within two business days (2) Business Days after receipt the occurrence of the applicable notice circumstances giving rise to such dispute to the Company or (B) if by the Holder, as the case may be, or (b) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, or such fair market value or such arithmetic calculation of the Exercise Price, Closing Sale Price number of Warrant Shares (as the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or the Warrant Shares within three business days Holder (as the case may be) of such disputed determination or arithmetic calculation being submitted dispute to the Company or the Holder, as Holder (as the case may be, be), then the Company shall, within two business days thereafter submit via facsimile (x) the disputed determination of the Exercise Price or Closing Sale Price to Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute. (ii) The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which the Holder selected such investment bank (the "Dispute Submission Deadline") (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the "Required Dispute Documentation") (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and approved by the Holder or (y) otherwise requested by such investment bank, neither the disputed arithmetic calculation of Company nor the Warrant Shares Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other than the Company's independent, outside accountant. Required Dispute Documentation). (iii) The Company and the Holder shall cause at its expense the such investment bank or to determine the accountant, as the case may be, to perform the determinations or calculations resolution of such dispute and notify the Company and the Holder of the results such resolution no later than ten business days from (10) Business Days immediately following the time it receives Dispute Submission Deadline. The fees and expenses of such investment bank shall be borne solely by the disputed determinations or calculations. Such Company, and such investment bank's or accountant's determination or calculation, as the case may be, resolution of such dispute shall be final and binding upon all parties absent manifest error. (b) Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 13 constitutes an agreement to arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under the rules then in effect under § 7501, et seq. of the New York Civil Practice Law and Rules ("CPLR") and that the Holder is authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 13, (ii) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 13 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 13 14 and (iii) nothing in this Section 13 shall limit the Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 13). View More
Dispute Resolution. (a) Submission to Dispute Resolution. (i) In the case of a dispute as relating to the determination of the Exercise Price, the Closing Sale Price, or fair market value or the arithmetic calculation of the number of Warrant Shares, Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations dispute to the other party v...ia facsimile (a) (A) if by the Company, within two business days (2) Business Days after receipt the occurrence of the applicable notice circumstances giving rise to such dispute to the Company or (B) if by the Holder, as the case may be, or (b) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, or such fair market value or such arithmetic calculation of the Exercise Price, Closing Sale Price number of Warrant Shares (as the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or the Warrant Shares within three business days Holder (as the case may be) of such disputed determination or arithmetic calculation being submitted dispute to the Company or the Holder, as Holder (as the case may be, be), then the Company shall, within two business days thereafter submit via facsimile (x) the disputed determination of the Exercise Price or Closing Sale Price to Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute. (ii) The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which the Holder selected such investment bank (the "Dispute Submission Deadline") (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the "Required Dispute Documentation") (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such 14 investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and approved by the Holder or (y) otherwise requested by such investment bank, neither the disputed arithmetic calculation of Company nor the Warrant Shares Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other than the Company's independent, outside accountant. Required Dispute Documentation). (iii) The Company and the Holder shall cause at its expense the such investment bank or to determine the accountant, as the case may be, to perform the determinations or calculations resolution of such dispute and notify the Company and the Holder of the results such resolution no later than ten business days from (10) Business Days immediately following the time it receives Dispute Submission Deadline. The fees and expenses of such investment bank shall be borne solely by the disputed determinations or calculations. Such Company, and such investment bank's or accountant's determination or calculation, as the case may be, resolution of such dispute shall be final and binding upon all parties absent manifest error. (b) Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 13 constitutes an agreement to arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under the rules then in effect under § 7501, et seq. of the New York Civil Practice Law and Rules ("CPLR") and that the Holder is authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 13, (ii) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 13 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 13 and (iii) nothing in this Section 13 shall limit the Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 13). View More
Dispute Resolution. (a) Submission to Dispute Resolution. (i) In the case of a dispute as relating to the determination of the Exercise Price, the Closing Sale Price, Black Scholes Value, or fair market value or the arithmetic calculation of the number of Warrant Shares, Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations dispute... to the other party via facsimile (a) (A) if by the Company, within two business days (2) Business Days after receipt the occurrence of the applicable notice circumstances giving rise to such dispute to the Company or (B) if by the Holder, as the case may be, or (b) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, Black Scholes Value, or such fair market value or such arithmetic calculation of the Exercise Price, Closing Sale Price number of Warrant Shares (as the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or the Warrant Shares within three business days Holder (as the case 14 may be) of such disputed determination or arithmetic calculation being submitted dispute to the Company or the Holder, as Holder (as the case may be, be), then the Company shall, within two business days thereafter submit via facsimile (x) and the disputed determination of the Exercise Price or Closing Sale Price to Holder shall mutually select an independent, reputable investment bank to resolve such dispute. (ii) The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which such investment bank is selected (the "Dispute Submission Deadline") (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the "Required Dispute Documentation") (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and approved by the Holder or (y) otherwise requested by such investment bank, neither the disputed arithmetic calculation of Company nor the Warrant Shares Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other than the Company's independent, outside accountant. Required Dispute Documentation). (iii) The Company and the Holder shall cause at its expense the such investment bank or to determine the accountant, as the case may be, to perform the determinations or calculations resolution of such dispute and notify the Company and the Holder of the results such resolution no later than ten business days (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall be borne by the party whose determination in such dispute is further from the time it receives the disputed determinations or calculations. Such determination of such investment bank, and such investment bank's or accountant's determination or calculation, as the case may be, resolution of such dispute shall be final and binding upon all parties absent manifest error. (b) Miscellaneous. The Company and the Holder each expressly acknowledge and agree that (i) this Section 13 constitutes an agreement to arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under the rules then in effect under § 7501, et seq. of the New York Civil Practice Law and Rules ("CPLR") and that the Company and the Holder are each authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 13, (ii) the Company and the Holder shall each have the right to submit any dispute described in this Section 13 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 13 and (iii) nothing in this Section 13 shall limit either party from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 13). View More
Dispute Resolution. (a) Submission to Dispute Resolution. (i) In the case of a dispute as relating to the determination of the Exercise Price, the Closing Sale Price, Black Scholes Value, or fair market value or the arithmetic calculation of the number of Warrant Shares, Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations dispute... to the other party via facsimile (a) (A) if by the Company, within two business days (2) Business Days after receipt the occurrence of the applicable notice circumstances giving rise to such dispute to the Company or (B) if by the Holder, as the case may be, or (b) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, Black Scholes Value, or such fair market value or such arithmetic calculation of the Exercise Price, Closing Sale Price number of Warrant Shares (as the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or the Warrant Shares within three business days Holder (as the case may be) of such disputed determination or arithmetic calculation being submitted dispute to the Company or the Holder, as Holder (as the case may be, be), then the Company shall, within two business days thereafter submit via facsimile (x) and the disputed determination of the Exercise Price or Closing Sale Price to Holder shall mutually select an independent, reputable investment bank to resolve such dispute. (ii) The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which such investment bank is selected (the "Dispute Submission Deadline") (the documents referred to in the 14 immediately preceding clauses (A) and (B) are collectively referred to herein as the "Required Dispute Documentation") (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and approved by the Holder or (y) otherwise requested by such investment bank, neither the disputed arithmetic calculation of Company nor the Warrant Shares Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other than the Company's independent, outside accountant. Required Dispute Documentation). (iii) The Company and the Holder shall cause at its expense the such investment bank or to determine the accountant, as the case may be, to perform the determinations or calculations resolution of such dispute and notify the Company and the Holder of the results such resolution no later than ten business days (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall be borne by the party whose determination in such dispute is further from the time it receives the disputed determinations or calculations. Such determination of such investment bank, and such investment bank's or accountant's determination or calculation, as the case may be, resolution of such dispute shall be final and binding upon all parties absent manifest error. (b) Miscellaneous. The Company and the Holder each expressly acknowledge and agree that (i) this Section 13 constitutes an agreement to arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under the rules then in effect under § 7501, et seq. of the New York Civil Practice Law and Rules ("CPLR") and that the Company and the Holder are each authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 13, (ii) the Company and the Holder shall each have the right to submit any dispute described in this Section 13 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 13 and (iii) nothing in this Section 13 shall limit either party from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 13). View More
Dispute Resolution. (a) Submission to Dispute Resolution. (i) In the case of a dispute as relating to the determination of the Exercise Price, the Closing Sale Price, Black Scholes Value, or fair market value or the arithmetic calculation of the number of Warrant Shares, Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations dispute... to the other party via facsimile (a) (A) if by the Company, within two business days (2) Business Days after receipt the occurrence of the applicable notice circumstances giving rise to such dispute to the Company or (B) if by the Holder, as the case may be, or (b) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, Black Scholes Value, or such fair market value or such arithmetic calculation of the Exercise Price, Closing Sale Price number of Warrant Shares (as the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or the Warrant Shares within three business days Holder (as the case may be) of such disputed determination or arithmetic calculation being submitted dispute to the Company or the Holder, as Holder (as the case may be, be), then the Company shall, within two business days thereafter submit via facsimile (x) and the disputed determination of the Exercise Price or Closing Sale Price to Holder shall mutually select an independent, reputable investment bank to resolve such dispute. (ii) The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which such investment bank is selected (the "Dispute Submission Deadline") (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the "Required Dispute Documentation") (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and approved by the Holder or (y) otherwise requested by such investment bank, neither the disputed arithmetic calculation of Company nor the Warrant Shares Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other than the Company's independent, outside accountant. Required Dispute Documentation). 17 (iii) The Company and the Holder shall cause at its expense the such investment bank or to determine the accountant, as the case may be, to perform the determinations or calculations resolution of such dispute and notify the Company and the Holder of the results such resolution no later than ten business days (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall be borne by the party whose determination in such dispute is further from the time it receives the disputed determinations or calculations. Such determination of such investment bank, and such investment bank's or accountant's determination or calculation, as the case may be, resolution of such dispute shall be final and binding upon all parties absent manifest error. (b) Miscellaneous. The Company and the Holder each expressly acknowledge and agree that (i) this Section 13 constitutes an agreement to arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under the rules then in effect under § 7501, et seq. of the New York Civil Practice Law and Rules ("CPLR") and that the Company and the Holder are each authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 13, (ii) the Company and the Holder shall each have the right to submit any dispute described in this Section 13 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 13 and (iii) nothing in this Section 13 shall limit either party from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 13). View More
Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, Price or the arithmetic calculation number of the Warrant Shares, Shares purchasable under this Warrant, the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations via facsimile (a) within two business days after Trading Days of receipt of the applicable notice Exercise Notice giving rise to such dispute to the Company or the Holder, as the case ...may be, or (b) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. Holder. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price, Closing Sale Price or the Warrant Shares within three business days five Trading Days of such disputed determination or arithmetic calculation being submitted to the Company or the Holder, as the case may be, then the Company shall, within two business days thereafter Trading Days submit via facsimile (x) the disputed determination of the Exercise Price or Closing Sale Price to an independent, reputable investment bank selected by the Company and approved by the Holder or (y) the disputed arithmetic calculation number of the Warrant Shares to the Company's an independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant, as the case may be, accountant to perform the determinations or calculations and notify the Company and the Holder of the results no later than ten business days 10 Trading Days from the time it receives the disputed determinations or calculations. determinations. Such investment bank's or accountant's determination or calculation, as the case may be, shall be binding upon all parties absent manifest demonstrable error. The expenses of the accountant will be borne by the Company unless the accountant determines that the Holder failed to act in good faith in its determination of the Exercise Price or the number of Warrant Shares, in which case the expenses of the accountant will be borne by the Holder. View More
Dispute Resolution. In the case of a dispute as to the determination of the Exercise Conversion Price (including, without limitation, any disputed adjustment thereto), the Company Conversion Price, any Redemption Price, the Closing Bid Price, the Closing Sale Price, the Bid Price or fair market value (as the case may be) or the arithmetic calculation of the Warrant Shares, Conversion Rate, any Note Reduction or the applicable Redemption Price (as the case may be), the Company or the Holder (as the case may be) shal...l submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile (a) (i) within two business days (2) Business Days after receipt of the applicable notice giving rise to such dispute to the Company or the Holder, as Holder (as the case may be, be) or (b) (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree 19 upon such determination or calculation of the Exercise Price, Closing Sale Price or the Warrant Shares within three business days two (2) Business Days of such disputed determination or arithmetic calculation (as the case may be) being submitted to the Company or the Holder, as Holder (as the case may be, be), then the Company shall, within two business days thereafter (2) Business Days, submit via facsimile (x) (a) the disputed determination of the Exercise Conversion Price, the Company Conversion Price, any Redemption Price, the Closing Bid Price, the Closing Sale Price, the Bid Price or Closing Sale Price fair market value (as the case may be) to an independent, reputable investment bank selected by the Company and approved by the Holder or (y) (b) the disputed arithmetic calculation of the Warrant Shares Conversion Rate, any Note Reduction or any Redemption Price (as the case may be) to an independent, outside accountant selected by the Holder that is reasonably acceptable to the Company's independent, outside accountant. Company. The Company shall cause at its expense the investment bank or the accountant, as accountant (as the case may be, be) to perform the determinations or calculations (as the case may be) and notify the Company and the Holder of the results no later than ten business days (10) Business Days from the time it receives the such disputed determinations or calculations. calculations (as the case may be). Such investment bank's or accountant's determination or calculation, as calculation (as the case may be, be) shall be binding upon all parties absent manifest demonstrable error. The party that initiates the dispute (the "Initiating Party") as to the determination of the Conversion Price (including, without limitation, any disputed adjustment thereto), the Company Conversion Price, any Redemption Price, the Closing Bid Price, the Closing Sale Price, the Bid Price or fair market value (as the case may be) or the arithmetic calculation of the Conversion Rate, any Note Reduction or the applicable Redemption Price (as the case may be) shall pay the expenses of the investment bank or the accountant (as the case may be) unless the investment bank or the accountant (as the case may be) determines that the Initiating Party was correct in its determination of the disputed Conversion Price (including, without limitation, any disputed adjustment thereto), the Company Conversion Price, any Redemption Price, the Closing Bid Price, the Closing Sale Price, the Bid Price or fair market value (as the case may be) or the arithmetic calculation of the Conversion Rate, any Note Reduction or the applicable Redemption Price (as the case may be). View More
Dispute Resolution. In the case of a dispute as to the determination of the Exercise Conversion Price, Default Conversion Price, Installment Conversion Price, Conversion Rate, the Closing Bid Price, the Closing Sale Price, VWAP or fair market value (as the case may be) or the arithmetic calculation of Conversion Shares or the Warrant Shares, applicable Redemption Price (as the case may be), the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations (as the cas...e may be) via facsimile (a) (i) within two business days (2) Trading Days after receipt of the applicable notice giving rise to such dispute to the Company or the Holder, as Holder (as the case may be, be) or (b) (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. dispute (including, without limitation, as to whether any issuance or sale or deemed issuance or sale was an issuance or sale or deemed issuance or sale of Excluded Securities). If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price, Closing Sale Price or the Warrant Shares within three business days two (2) Trading Days of such disputed determination or arithmetic calculation (as the case may be) being submitted to the Company or the Holder, as Holder (as the case may be, be), then the Company shall, within two business days thereafter (2) Trading Days, submit via facsimile (x) (a) the disputed determination of the Exercise Price or Conversion Price, Default Conversion Price, Installment Conversion Price, Conversion Rate, the Closing Bid Price, the Closing Sale Price Price, VWAP or fair market value (as the case may be) to an independent, reputable investment bank jointly selected by the Company and approved by the Holder or (y) (b) the disputed arithmetic calculation of the Warrant Conversion Shares or any Redemption Price (as the case may be) to the Company's independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant, as accountant (as the case may be, be) to perform the determinations or calculations (as the case may be) and notify the Company and the Holder of the results no later than ten business days (10) Trading Days from the time it receives the such disputed determinations or calculations. calculations (as the case may be). Such investment bank's or accountant's determination or calculation, as calculation with respect to the disputes set forth in this Section 20 (as the case may be, be) shall be binding upon all parties absent manifest demonstrable error. View More
