Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days but subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with Rule 2711 of the National Association of Securities Dealers, Inc.) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.

Lock-up Agreement. The Participant agrees that in the event that [[Organization A:Organization]] effects an initial underwritten public offering of Common Stock registered under the Securities Act, the Option Shares may not be sold, offered for sale or otherwise disposed of, directly or indirectly, without the prior written consent of the managing underwriter(s) of the offering, for such period of time after the execution of an underwriting agreement in connection with such offering that all of [[Organization A:Organization]]’s then directors and executive officers agree to be similarly bound.

Catch-Up Contributions. A Catch-Up Eligible Participant for any Plan Year shall be eligible to make Catch-Up Contributions (as Before-Tax Contributions and/or Roth Contributions, as designated by the Participant) for such Plan Year. Catch-Up Eligible Participants shall be provided with the effective opportunity to make the same dollar amount of Catch-Up Contributions. The Committee shall administer this [Section 4.1(b)] as provided in IRS Regulation 1.414(v)-1 and pursuant to such other uniform and non-discriminatory rules as the Committee shall determine.

Up-Front Payment. Within ​ days after the Effective Date, Zai Lab will pay to GSK a one-time non-refundable, non-creditable up-front payment of four million five hundred thousand RMB (4,500,000 RMB).

Up-Front Payment. In consideration for the access to Licensed IP Controlled by ​ as of the Effective Date, Denali shall pay to ​ within ten (10) Business Days following the Effective Date, a one-time payment of eight million five hundred thousand dollars (U.S. $8,500,000).

Break-Up Fee. In the event the ​ Board makes a ​ Adverse Recommendation Change and accepts a Superior Proposal, ​ shall be required to pay to Bank a fee in the amount equal to the sum of # 3% of the Merger Consideration (assuming for purposes of such calculation, that the TBV is to be calculated as of the date of such termination) and # reimbursement of all reasonable expenses incurred by the Companies in connection with the transactions contemplated by this Agreement (such sum, the “Break-Up Fee”); provided, however, that the reimbursement of such expenses shall be no higher than $200,000; provided, further, that the Break-Up Fee shall not exceed 5% of the Merger Consideration (assuming for purposes of such calculation, that the TBV is to be calculated as of the date of such termination).

Gross-Up Payment. Anything in this Program notwithstanding, in the event it shall be determined that any payment, distribution or acceleration of vesting of any benefit hereunder would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Participant with respect to such excise tax, then the Participant shall be entitled to receive an additional payment calculated as set forth in the Change in Control Severance Agreement with respect to such benefit hereunder; provided, however, that there shall be no duplication of such additional payment under this Program and the Change in Control Severance Agreement, and provided further that any such payment shall be made by the end of the calendar year after the Participant pays the excise tax (and interest or penalties incurred), or as otherwise required by Section 409A of the Code.

Compensation for Buy-In on Failure to Timely Deliver Shares Upon Conversion. In addition to any other rights available to a Holder, if the Corporation fails to cause its transfer agent to transmit to the Holder or its nominee the shares of Common Stock issuable upon a conversion of Series D Preferred Stock in accordance with the provisions of Section 5.3.1 on or prior to the applicable Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Corporation shall # pay in cash to the Holder the amount, if any, by which # the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds # the amount obtained by multiplying # the number of shares of Common Stock that the Corporation was required to deliver to the Holder in connection with the conversion at issue times # the price at which the sell order giving rise to such purchase obligation was executed, and # at the option of the Holder, either reinstate the number of shares of Series D Preferred Stock for which such conversion was not honored (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Corporation timely complied with its conversion and delivery obligations hereunder. The Holder shall provide the Corporation written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder under any other Section hereof or under applicable law with respect to the Corporation’s failure to timely deliver shares of Common Stock upon conversion of the Series D Preferred Stock as required pursuant to the terms hereof; provided, however, that any amount payable by the Corporation to a Holder pursuant to this Section 5.3.3 shall be reduced by any amount paid by the Corporation to that Holder as liquidated damages pursuant to Section 5.3.1 hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall # pay in cash to the Holder the amount, if any, by which # the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds # the amount obtained by multiplying # the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times # the price at which the sell order giving rise to such purchase obligation was executed, and # at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

pay for up to 12 months of COBRA premium payments made directly to the insurer/COBRA administrator on your behalf, provided you timely enroll for COBRA benefits, and pay for up to 12 months of long-term executive-level disability premium payments.