Distribution of Units by the Distributor Clause Samples

Distribution of Units by the Distributor. (i) The Distributor shall use commercially reasonable efforts to distribute the Units to End Users in all major markets in the Territory in accordance with the terms of this Agreement and all applicable laws and codes of practice. (ii) The Company acknowledges that, as of the Effective Date, it has received correspondence from third parties with respect to alleged infringement by the Company of certain intellectual property of such third parties. The Company shall have full discretion to resolve the issues raised in such correspondence, provided that the Company shall indemnify the Distributor in accordance with the terms of Sections 9 and 16 hereof for any Losses suffered by the Distributor in connection with such issues. For purposes of clarity, such issues will be deemed "resolved" if the Company and the Distributor mutually agree that (A) the Company has not infringed or no longer infringes upon the intellectual property of any such third parties or (B) such issues otherwise have been resolved. [CONFIDENTIAL] (b) Distribution will be performed by the Distributor's GE Medical Systems division; provided that the Distributor may appoint one or more third parties within any portion of the Territory to distribute the Units to End Users (each such third party, a "Subdistributor"); provided, further, that (i) every such Subdistributor must confirm to the Company in writing its agreement to be bound by all provisions of this Agreement, and that the Distributor shall remain responsible hereunder for all actions thereof; (ii) the Company's sole liability shall remain towards the Distributor; (iii) the Distributor shall remain responsible for obtaining any consents for the Company that are required to be obtained under this Agreement from Subdistributors; (iv) a breach of this Agreement by a Subcontractor shall be deemed a breach by the Distributor and vice versa, and (v) no Subdistributor shall be permitted to appoint further subdistributors. Upon becoming aware that a Subdistributor is selling or otherwise distributing Units, directly or indirectly, in a manner that is not in accordance in any material respect with the provisions of this Agreement, the Distributor promptly shall notify such Subdistributor of such failure. If such Subdistributor has not taken any action to remedy such failure within thirty (30) days after receipt of notice from the Distributor, then the Distributor shall terminate such Subdistributor's right to distribute Units. (c) [CONFIDENTIA...
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Related to Distribution of Units by the Distributor

  • Distribution of Offering Material By the Company The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the distribution of the Units, any offering material in connection with the offering and sale of the Units other than the Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and amended.

  • Distribution of Agreement The Employer agrees to make available to each employee a copy of this Agreement and to provide a copy of the same Agreement to all new employees entering the employment of the Employer.

  • Sale of Shares by the Fund Unless you are otherwise notified by the Fund, any right granted to you to accept orders for Shares or to make sales on behalf of the Fund or to purchase Shares for resale will not apply to (i) Shares issued in connection with the merger or consolidation of any other investment company with the Fund or its acquisition, by purchase or otherwise, of all or substantially all of the assets of any investment company or substantially all the outstanding shares of any such company, and (ii) to Shares that may be offered by the Fund to shareholders of the Fund by virtue of their being such shareholders.

  • Purchase of the Units by the Underwriters On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

  • Offering of Units by the Underwriters Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus.