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, Price or the arithmetic calculation of the Warrant Shares, Shares or fair market value of the Common Stock or Corporate Event Consideration, as applicable, the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations via facsimile (a) or electronic mail within two business days after (2) Business Days of receipt of the applicable notice Exercise No...tice or other event giving rise to such dispute to the Company or the Holder, dispute, 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 (3) 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 (2) Business Days submit via facsimile (x) or electronic mail (a) the disputed determination of the Exercise Price or Closing Sale Price fair market value of the Common Stock or Corporate Event Consideration, as applicable, 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 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 (10) 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 demonstrable error. 12. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and any other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. 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 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) or electronic mail within two business days (2) Business Days after receipt of the applicable notice Exercise Notice giving rise to such dispute to the Company or the Holder, dispute, as the case may be, or (b) i...f 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 of (3) Business Days after 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 (2) Business Days submit via facsimile (x) (a) the disputed determination of the Exercise Price or Closing Sale Price to an independent, reputable investment bank selected by the Company Holder and approved by the Holder Company, such approval not to be unreasonably withheld or (y) delayed or (b) the disputed arithmetic calculation of the Warrant Shares to the Company's an independent, outside accountant. accountant, selected by the Holder and approved by the Company, such approval not to be unreasonably withheld or delayed. 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 (10) 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 demonstrable error. 13. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. View More
Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, the Bid Price or fair market value or the arithmetic calculation of the Warrant Shares, Shares (as the case may be), the Company or the Holder (as the case may be) shall may 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 or the Company (as the case may be) learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation (as the case may be) of the Exercise Price, the Closing Sale Price, the Bid Price or fair market value or the number of Warrant Shares (as the case may be) within three business days (3) Business Days of such disputed determination or arithmetic calculation 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 arithmetic calculation of the Warrant Shares, the disputed determination of the Exercise Price or Price, the Closing Sale Price Price, the Bid Price, fair market value or otherwise (as the case may be) to an independent, reputable investment bank of nationally recognized standing or other independent professional organization of equal reputation and standing selected by the Company and approved jointly by the Holder and the Company (each proposed organization being subject to the consent of the other party, with such consent not to be unreasonably withheld, conditioned or (y) delayed) or (b) if acceptable to the Holder, the disputed arithmetic calculation of the Warrant Shares to the Company's independent, outside accountant. The Company shall cause at its expense request the investment bank bank, professional organization or the accountant, as accountant (as the case may be, be) to perform at the Company's expense 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 bank's, professional organization'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 whose determination or calculation is furthest from that determined or calculation by the investment bank or accountant shall pay the costs of such determination or calculation. 12 14. REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual or consequential damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder may cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant may be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is reasonably requested by the Holder to enable the Holder to confirm the Company's compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance or stamp tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf. View More
Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price, the Exchange Amount, the Exchange Price, the Closing Sale Price, the fair market value or the arithmetic calculation of the Warrant Shares, Shares (as the case may be), the Company or the Holder (as the case may be) shall may 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 or the Company (as the case may be) learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation (as the case may be) of the Exercise Price, the Exchange Amount, the Exchange Price, the Closing Sale Price Price, the fair market value or the number of Warrant Shares (as the case may be) within three business days (3) Business Days of such disputed determination or arithmetic calculation 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 arithmetic calculation of the Warrant Shares, the disputed determination of the Exercise Price or Price, the Exchange Amount, the Exchange Price, the Closing Sale Price Price, the fair market value (as the case may be) to an independent, reputable investment bank of nationally recognized standing selected by the Holder and reasonably acceptable to the Company and approved by or (b) if acceptable to the Holder or (y) Holder, the disputed arithmetic calculation of the Warrant Shares to the Company's independent, outside accountant. The Company shall use its commercially reasonable efforts to 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 whose determination or calculation is furthest from that determined or calculation by the investment bank or accountant shall pay the costs of such determination or calculation. 12 15. REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and any other agreement among the parties, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Warrant; provided, however, that Holder's remedies, including any right of damages, shall be subject to Section 9(k) of the Securities Purchase Agreement of even date herewith between Holder and the Company. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is reasonably requested by the Holder to enable the Holder to confirm the Company's compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance or stamp tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf. 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 of the Warrant Shares, the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations via email or facsimile (a) within two business days after (2) Trading Days of receipt of the applicable notice Exercise Notice giving rise to such dispute to the Company or the Holder, dispute, as the case may be, or (b) if no not...ice 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 (5) 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 (2) Trading Days submit via email or facsimile (x) (a) 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 Holder, which approval shall not be unreasonably withheld, or (y) (b) 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 (10) Trading Days from the time it receives the disputed determinations or calculations. The prevailing party (which, for purposes of this Warrant, is the party whose determinations or calculations is closest to those of the investment bank or the accountant, as the case may be) in any dispute resolved pursuant to this Section 12 shall be entitled to the full amount of all reasonable expenses, including all costs and fees paid or incurred in good faith, in relation to the resolution of such dispute. 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. -9- 13. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. View More
Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price, the Exchange Amount, the Exchange Price, the Closing Sale Price, the Closing Bid Price, the Bid Price or the fair market value or the arithmetic calculation of the Warrant Shares, Shares (as the case may be), the Company or the Holder (as the case may be) shall may submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile (a) within two business days (2) Business Days after receipt of t...he applicable notice giving rise to such dispute to the Company or the Holder, as Holder (as the case may be, be) or (b) if no notice gave rise to such dispute, at any time after the Holder or the Company (as the case may be) learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation (as the case may be) of the Exercise Price, the Exchange Amount, the Exchange Price, the Closing Sale Price, the Closing Bid Price, the Bid Price or the fair market value or the number of Warrant Shares (as the case may be) within three business days (3) Business Days of such disputed determination or arithmetic calculation 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) or otherwise (i) the disputed arithmetic calculation of the Warrant Shares, the disputed determination of the Exercise Price, the Exchange Amount, the Exchange Price, the Closing Sale Price, the Closing Bid Price, the Bid Price or Closing Sale Price the fair market value (as the case may be) to an independent, reputable investment bank of nationally recognized standing selected by the Holder and reasonably acceptable to the Company and approved by or (ii) if acceptable to the Holder or (y) Holder, the disputed arithmetic calculation of the Warrant Shares to the Company's independent, outside accountant. The Company shall use its commercially reasonable efforts to 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 whose determination or calculation is furthest from that determined or calculated by the investment bank or accountant shall pay the costs of such determination or calculation. 13 15. REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is reasonably requested by the Holder to enable the Holder to confirm the Company's compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance or stamp tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf. 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 or any dispute 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), any Redemption Price, the Closing Bid Price, the Closing Sale Price, Price or fair market value (as the case may be) or the arithmetic calculation of the Warrant Shares, Conversion Rate, any Note Reduc...tion or the 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) (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 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 Price or Conversion Price, any Redemption Price, the Closing Bid Price, the Closing Sale Price or 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. View More
Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, fair market value or the arithmetic calculation of the Warrant Shares, Shares (as the case may be), the Company or the Holder (as the case may be) shall may 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 or the Company (as the case may be) learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation (as the case may be) of the Exercise Price, the Closing Sale Price Price, fair market value or the number of Warrant Shares (as the case may be) within three business days (3) Business Days of such disputed determination or arithmetic calculation 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 arithmetic calculation of the Warrant Shares, the disputed determination of the Exercise Price or Price, the Closing Sale Price Price, the fair market value (as the case may be) to an independent, reputable investment bank of nationally recognized standing selected by the Holder and reasonably acceptable to the Company and approved by or (b) if acceptable to the Holder or (y) Holder, the disputed arithmetic calculation of the Warrant Shares to the Company's independent, outside accountant. The Company shall use its commercially reasonable efforts to 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 whose determination or calculation is furthest from that determined or calculation by the investment bank or accountant shall pay the costs of such determination or calculation. 11 15. REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the Consulting Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Warrant; provided, however, that Holder's remedies, including any right of damages, shall be subject to Section 9(k) of the Securities Purchase Agreement dated September 17, 2014 between Holder and the Company. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is reasonably requested by the Holder to enable the Holder to confirm the Company's compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance or stamp tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf. View More
Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, the fair market value or the arithmetic calculation of the Warrant Shares, Shares (as the case may be), the Company or the Holder (as the case may be) shall may 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 or the Company (as the case may be) learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation (as the case may be) of the Exercise Price, the Closing Sale Price Price, the fair market value or the number of Warrant Shares (as the case may be) within three business days (3) Business Days of such disputed determination or arithmetic calculation 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 arithmetic calculation of the Warrant Shares, the disputed determination of the Exercise Price or Price, the Closing Sale Price Price, the fair market value (as the case may be) to an independent, reputable investment bank of nationally recognized standing selected by the Holder and reasonably acceptable to the Company and approved by or (b) if acceptable to the Holder or (y) Holder, the disputed arithmetic calculation of the Warrant Shares to the Company's independent, outside accountant. The Company shall use its commercially reasonable efforts to 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 whose determination or calculation is furthest from that determined or calculation by the investment bank or accountant shall pay the costs of such determination or calculation. 11 15. REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the Consulting Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Warrant; provided, however, that Holder's remedies, including any right of damages, shall be subject to Section 9(k) of the Securities Purchase Agreement dated September 17, 2014 between Holder and the Company. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is reasonably requested by the Holder to enable the Holder to confirm the Company's compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance or stamp tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf. View More
Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, the Bid Price or fair market value or the arithmetic calculation of the Warrant Shares, 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) (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 upon such determination or calculation (as the case may be) of the Exercise Price, the Closing Sale Price, the Bid Price or fair market value or the number of Warrant Shares (as the case may be) within three business days (3) Business Days of such disputed determination or arithmetic calculation 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 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 reasonably acceptable to the Holder or (y) (b) 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 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 from the time it receives the disputed determinations or calculations. as soon as reasonably practicable. 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 fees and expenses of the investment bank or the accountant shall be borne by the Company unless the number is question, as finally determined by such investment bank or accountant, is within three percent (3%) of the Company's originally proposed number, in which case such fees and expenses shall be borne by the Holder. 11 14. REMEDIES, CHARACTERIZATION, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available at law or in equity. Each party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the other party and that the remedy at law for any such breach may be inadequate. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). Each party therefore agrees that, in the event of any such breach or threatened breach, the other party shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company's compliance with the terms and conditions of this Warrant. View More
