Following the termination of this Agreement for any reason each Party will be responsible for an orderly wind-down of this Agreement with respect to such Research Candidate, Development Candidate, Product or Reversion Product (as applicable), in accordance with accepted pharmaceutical industry norms and ethical practices, including any then on-going Clinical Trials hereunder with respect to such Research Candidate, Development Candidate, Product or Reversion Product (as applicable). The Parties will endeavor to effect any such wind-down as expeditiously as possible and subject to Applicable Law and taking in account the then-current applicable Research Plan, Early Clinical Development Plan, Late Clinical Development Plan or Joint Commercialization Plan. In such circumstances, each Party will also continue to bear its share of all Research Costs, Development Costs and Joint Commercialization Costs incurred during any such wind-down period, as well as all committed or otherwise non-cancellable Research Costs, Development Costs and Joint Commercialization Costs for any activities agreed to by the Parties under the then-current applicable Research Plan, Early Clinical Development Plan, Late Clinical Development Plan or Joint Commercialization Plan. By way of example, but not limitation, in the event that the termination of this Agreement occurs in the middle of a Phase 3 Clinical Trial for a Development Candidate, then each Party will continue to bear its share of all Development Costs with respect to such Phase 3 Clinical Trial until it is concluded.
subject to the terms of the Final DIP Order, any and all funds remaining under the Carve-Out or the wind-down budget attached as Exhibit A-11] to [Schedule 3.1(a)] (the “Wind-Down Budget”) after of obligations from such amounts permitted under the DIP Order and such Wind-Down Budget; and
“Wind-Down Period” has the meaning set forth in [Section 14.6.3].
Flow Down. The Contractor shall, as far as practicable, place all subcontracts with Major Subcontractors on terms that will enable the Contractor to terminate in the same manner set forth under this [Article 22.0], Termination for Default of Contract.
Down Rounds. If, prior to an IPO, the Company conducts a private offering of equity securities of the Company with the principal purpose of raising capital after the original date of issuance of this Warrant at a price per share lower than the Exercise Price then in effect (such offering being referred to herein as a Down Round), the Company shall give the Holder the opportunity to purchase up to that number of shares of equity securities of the Company to be sold through the Down Round as will enable the Holder to own or acquire immediately after completion of the Down Round the same percentage of the equity securities of the Company (on a Fully Diluted Basis) as the Holder owned and/or had the right to purchase under this Warrant immediately prior to commencement of the Down Round offering. In this regard, the Company shall provide written notice to the Holder reasonably in advance
“Wind-Down Budget” has the meaning set forth in Section 2.1(u).
•The Chief Executive Officer is authorized to wind-down any concession benefits for retired Directors.
For a period of up to one (1) year after the effective date of termination (“Wind-Down Period”), upon Licensor’s written request, Commercializing Party shall continue certain ongoing Commercialization activities of Commercializing Party and its sublicensees for any Product being Commercialized as of the effective date of termination and transition such Commercialization activities to Licensor or its designee. During such Wind-Down Period:
In addition to the rights set for in Section 13.2.2, solely in the case of a Change in Control of that occurs after having completed all Initial Development Activities but before having completed any Clinical Studies as referred to in Sections 3.1.4 or 3.1.7, respectively, [[Organization A:Organization]] shall have the right, in its sole discretion, to either require the Change in Control party to # promptly transfer such ongoing Clinical Studies to [[Organization A:Organization]], or # promptly wind down and terminate such ongoing Clinical Studies in a manner that is permitted under Applicable Law.
(i) any Subsidiary of that is not a Loan Party may liquidate, wind up or dissolve and # any Loan Party (other than ) may liquidate, wind up or dissolve as long as any assets of such entity are transferred to or another Loan Party;
the Company shall # liquidate, wind up or dissolve (or suffer any liquidation, wind-up or dissolution), # suspend its operations other than in the ordinary course of business, or # take any action to authorize any of the actions or events set forth above in this Section 7(a)(v); or
Seller shall be obligated to sell to Buyer, in accordance with the terms of this Agreement, the volume of Components equal to the October Orders applicable to such year. Notwithstanding any provision of this Agreement or the GEE Purchase Terms, in calendar year 2008, Buyer shall purchase from Seller, and Seller shall be obligated to sell to Buyer, forty-eight (48) sets of wind turbine blades (or one hundred forty-four (144) wind turbine blades) specified in Buyers drawing number [......] and eighty-two (82) sets of wind turbine blades (or two hundred forty-six (246) wind turbine blades) specified in [......], all in accordance with the pricing provisions of this Agreement and subject to delivery dates to be mutually agreed upon by Buyer and Seller.
effect an Acquisition, or to liquidate, dissolve or wind up the Company; or
The determination of the Managing Member to dissolve, wind up, and liquidate the Company.
Price Schedules means the price schedules, prior to the application of any sales, use, transfer value-added or similar taxes, for each Component to be delivered in the following calendar year [......] Planned Capacity level. The initial Price Schedules for the wind turbine blade specified in Buyers drawing number [......] and for the wind turbine blade specified in Buyers drawing number [......] of Planned Capacity level, shall be the sum of (i) the total cost of the Bill of Materials for the wind turbine blade specified in Buyers drawing number [......] or for the wind turbine blade specified in Buyers drawing number [......] (as the case may be), each of which has been delivered by Seller to Buyer on or before the Effective Date and shall be revised pursuant to the third paragraph in this definition within [......] of receipt of the 2008 Annual Purchase Forecast, plus (ii) RMB [......] and such resulting [......] as such [......] as set forth herein, are referred to herein as the [......]. For 2008, the [......] for the wind turbine blade specified in [......]. For 2008, the Full Capacity Price for the wind turbine blade specified in [......]. The Price Schedules at [......] Planned Capacity level will be calculated by [......], and the Price Schedules [......].
Revolving Loans / Delayed Draw-Down Term Loans. The interest rate applicable to Revolving Loans and Delayed Draw-Down Term Loans is subject to change from time to time based on changes in an independent index which is the London Interbank Offered Rate (commonly known as “LIBOR”) for U.S. Dollar Deposits published by the Wall Street Journal as the “One # Month LIBOR Rate” (the “Index”). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this Agreement, Lender may, in its reasonable discretion and in a manner consistent with market practice, designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower’s request. The interest rate change will not occur more often than each first (1st) day of every month during the term of this Agreement. The interest rate will be adjusted and determined without notice to Borrower using the Index as of the date that is two (2) London Banking Days prior to each interest rate change date. “London Banking Day” means any day, other than a Saturday or Sunday, on which commercial banking institutions in London, England, are generally open for business. At Lender’s option, the Index and/or the interest rate may be rounded upwards to the next higher one one-hundredth of one percent (0.01%). If at any time the Index is less than zero, then it shall be deemed to be zero for the purpose of calculating the interest rate on Revolving Loans and the Delayed Draw-Down Term Loans. Interest will accrue on the unpaid principal balance of any Revolving Loan or Delayed Draw-Down Term Loan from the date of each Borrowing thereunder (i.e., a “Revolving Loan Effective Date” or a “Delayed Draw-Down Term Loan Effective Date”) and will be calculated as described in Section 12.07(b) using a rate of two and one-quarter of one percent percentage points (2.25%) over the Index.
the REIT Guarantor shall not dissolve, liquidate or otherwise wind-up its business, affairs or assets.
The first six hundred and sixty-six (666) sets of wind turbine blades specified in either Buyers [......], or Buyers [......], shall be subject to the Price Schedule above plus [......].
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