Initial U.S Sample Clauses

Initial U.S. Commercialization Plan. No later than [***] months prior to the anticipated submission of the first NDA for the first Shared Product for Regulatory Approval from the FDA in the US Territory (as set forth in the Development Plan), Celgene (after good faith consultation with Vividion) will prepare an initial Commercialization plan for the US Territory (the “U.S. Commercialization Plan”) for Shared Products covering the first [***] years after First Commercial Sale of any Shared Product in the US Territory, and the JCC will review and approve such initial U.S. Commercialization Plan. Thereafter, Celgene (after good faith consultation with Vividion) will update the U.S. Commercialization Plan (for the current Calendar Year and the [***] succeeding Calendar Years) each Calendar Year, and the JCC will review and approve any such update or other amendment to the U.S. Commercialization Plan. Either Party may request at any time that the JCC consider and approve other updates to the U.S. Commercialization Plan.
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Initial U.S. Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder, severally and not jointly, agree to sell to each U.S. Underwriter, severally and not jointly, and each U.S. Underwriter, severally and not jointly, agrees to purchase from the Company and each Selling Shareholder, at the price per ADS set forth in Schedule C, that proportion of the number of Initial U.S. Securities set forth in Schedule B opposite the name of the Company or each Selling Shareholder, as the case may be, which the number of Initial U.S. Securities set forth in Schedule A opposite the name of such U.S. Underwriter, plus any additional number of Initial U.S. Securities which such U.S. Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial U.S. Securities, subject, in each case, to such adjustments among the U.S. Underwriters as the U.S. Representative in its sole discretion shall make to eliminate any sales or purchases of fractional securities.
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Initial U.S. Offering
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Initial U.S. Public Offering means the initial Underwritten Offering to the public of American Depositary Shares evidencing shares of Preferred Stock (excluding American Depositary Shares subject to the Underwriters’ overallotment option) pursuant to a registration statement filed under the Securities Act, (i) in which offering (A) the Company shall have offered and sold American Depositary Shares representing not less than 70,000,000 shares of Preferred Stock (excluding American Depositary Shares subject to the Underwriters’ overallotment option), (B) Kingsland shall have offered and sold American Depositary Shares representing not less than approximately 105,000,000 shares of Preferred Stock (not including any American Depository Shares sold by other members of the Kingsland Group), and (C) the Synergy Group shall have offered and sold American Depositary Shares representing not less than approximately 7,000,000 shares of Preferred Stock, or, if the Company, Kingsland and Synergy mutually agree on different numbers of American Depositary Shares to be offered and sold to the public, as evidenced by the consummation of such underwritten public offering, such other number of American Depositary Shares as are actually offered and sold by the Company, the Kingsland Group and the Synergy Group in such public offering, and (ii) following which offering the American Depositary Shares so offered shall have been listed for trading on the New York Stock Exchange.
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Related to Initial U.S

  • INITIAL HERE The Student Staff Agreement is a document that helps to determine the nature of the relationship between student staff and the Office of Residential Education. Should new information become available, the Office of Residential Education reserves the right to update the terms of this document and inform all involved parties. The signature below indicates that the student staff member has read, understands, and agrees to the terms of this agreement with the Office of Residential Education & Dining Services. Additionally, the student staff member agrees to allow semester academic and judicial checks to verify non-probationary academic and disciplinary standing.

  • Execution Date This Settlement Agreement shall be deemed executed upon the last date of execution by all of the undersigned.

  • Commercial Use Use of the Licensed Materials for the purposes of monetary reward by means of sale, resale, loan, transfer, hire, or other form of commerce. For the avoidance of doubt, neither recovery of direct costs exclusive of the Fee by any Member from Authorized Users, nor use by the Licensee or Authorized Users of the Licensed Materials in the course of research funded by a commercial organization, nor the payment of a fee by a person in order to be registered with the Member, is deemed to constitute Commercial Use.

  • Additional Purchases Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the execution of this Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Initial Purchase Price (a) Prior to Closing, the Company shall prepare (and, if requested by Purchaser, in consultation with Purchaser), and at least four Business Days prior to the Closing Date, the Company shall deliver to Purchaser, a written statement (the “Closing Statement”) setting forth: (i) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount; and (iv) the calculation of the Initial Purchase Price and Closing Consideration derived therefrom. (b) During the preparation of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II). (c) From 12:00 a.m. on the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement. (d) For purposes of this Agreement,