FOREIGN FILING ELECTION Clause Samples

The Foreign Filing Election clause establishes the rights and procedures for deciding whether to file patent applications in countries outside the original jurisdiction. Typically, this clause outlines who has the authority to make the decision to pursue foreign filings, the timeframe for making such an election, and any cost-sharing or notification requirements between parties. Its core practical function is to ensure clarity and coordination regarding international patent protection, helping parties manage costs and strategic interests in global intellectual property rights.
FOREIGN FILING ELECTION. If Sponsor elects a license under Sections 11.B.1 or 11.B.2, Sponsor shall notify MIT of those foreign countries in which it desires a license in sufficient time for MIT to satisfy the patent law requirements of those countries. Sponsor will reimburse MIT for the out-of-pocket costs, including patent filing, prosecution and maintenance fees, related to those foreign filings.
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FOREIGN FILING ELECTION. SPONSOR will notify UNIVERSITY of any foreign countries in which SPONSOR desires a license at least 60 days prior to the respective foreign filing due date.
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FOREIGN FILING ELECTION. If FARDA elects a license under 8.3.b(i), FARDA shall notify UNIVERSITY of those foreign countries in which it desires a license in sufficient time for UNIVERSITY to satisfy the patent law requirements of those countries. The UNIVERSITY shall provide FARDA with an invoice in the amount of a good faith estimate for the anticipated out-of-pocket costs, including patent filing, prosecution and maintenance fees, related to those foreign filings. FARDA shall pay the invoice amount as soon as possible to avoid the UNIVERSITY having to pay those costs prior to receiving FARDA’s payment. To the extent that the estimated amount is greater or smaller than the actual incurred costs, the parties shall settle the differential amount as soon as possible after the actual amount is known.
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FOREIGN FILING ELECTION. If the SPONSOR elects a license under 8.3.b(i), the SPONSOR shall notify UNIVERSITY of those foreign countries in which it desires a license in sufficient time for UNIVERSITY to satisfy the patent law requirements of those countries. The UNIVERSITY shall provide SPONSOR with an invoice in the amount of a good faith estimate for the anticipated out-of-pocket costs, including patent filing, prosecution and maintenance fees, related to those foreign filings. SPONSOR shall pay the invoice amount as soon as possible to avoid the UNIVERSITY having to pay those costs prior to receiving SPONSOR’s payment. To the extent that the estimated amount is greater or smaller than the actual incurred costs, the parties shall settle the differential amount as soon as possible after the actual amount is known.
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FOREIGN FILING ELECTION. If the Sponsor elects a license under Article 6.3.2.1 or Article 6.3.2.2, the Sponsor shall notify UNL of those foreign countries in which it desires a license in sufficient time for UNL to satisfy the patent law requirements of those countries. The Sponsor will reimburse UNL for the out-of-pocket costs, including patent filing, prosecution and maintenance fees, related to those foreign filings.
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FOREIGN FILING ELECTION. Sponsor will notify Stanford of those other countries in which it desires a license in sufficient time for Stanford to satisfy the patent-law requirements of those countries. Sponsor will reimburse Stanford for out-of-pocket costs related to those foreign filings, including patent filing, prosecution, and maintenance fees.
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FOREIGN FILING ELECTION. If the Sponsor elects the license option under Section 9.2.2 above, the Sponsor shall notify University of those foreign countries in which it desires a license in sufficient time for University to satisfy the patent law requirements of those countries. The Sponsor will reimburse University for the costs of patent prosecution and maintenance in those foreign countries.
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Related to FOREIGN FILING ELECTION

  • 83(b) Election You may make and file with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the grant of the Restricted Shares hereunder, electing to include in your gross income as of the Grant Date the Fair Market Value of the Restricted Shares as of the Grant Date. You shall promptly provide a copy of such election to the Company. If you make and file such an election, you shall make such arrangements in accordance with Section 8 as are satisfactory to the Committee to provide for the timely payment of all applicable withholding taxes.

  • Filing of Registration Statement The Company has filed with the Commission a registration statement, and an amendment or amendments thereto, on Form F-1 (File No. 333-234654), including any related prospectus or prospectuses, for the registration of the Securities under the Securities Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Securities Act. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act (the “Rule 430A Information”), is referred to herein as the “Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion and filed with the Commission on [●], 2020, that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement. For purposes of this Agreement:

  • COOPERATION IN PREPARATION OF REGISTRATION STATEMENT The COMPANY and STOCKHOLDERS shall furnish or cause to be furnished to VPI and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required for inclusion in, and will cooperate with VPI and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS agree promptly to advise VPI if, at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transaction.

  • Costs of updating of registration statement If provided for in the Prospectus for a Trust, the Trustee shall pay, or reimburse to the Depositor, the expenses related to the updating of the Trust's registration statement, to the extent of legal fees, typesetting fees, electronic filing expenses and regulatory filing fees. Such expenses shall be paid from the Income Account, or to the extent funds are not available in such Account, from the Capital Account, against an invoice or invoices therefor presented to the Trustee by the Depositor. By presenting such invoice or invoices, the Depositor shall be deemed to certify, upon which certification the Trustee is authorized conclusively to rely, that the amounts claimed therein are properly payable pursuant to this paragraph. The Depositor shall provide the Trustee, from time to time as requested, an estimate of the amount of such expenses, which the Trustee shall use for the purpose of estimating the accrual of Trust expenses. The amount paid by the Trust pursuant to this paragraph in each year shall be separately identified in the annual statement provided to Unit holders. The Depositor shall assure that the Prospectus for the Trust contains such disclosure as shall be necessary to permit payment by the Trust of the expenses contemplated by this paragraph under applicable laws and regulations. The provisions of this paragraph shall not limit the authority of the Trustee to pay, or reimburse to the Depositor or others, such other or additional expenses as may be determined to be payable from the Trust as provided in this Section 6.02.

  • Effectiveness of Registration Statement; Filing of Prospectus; Payment of Filing Fee The Registration Statement has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A prospectus containing the Rule 430B Information shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B). The Company shall have paid the required Commission filing fees relating to the Securities within the time period required by Rule 456(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).