Marketing Period. The Purchaser and any investment banks engaged by the Purchaser in connection with a Syndicated Private Placement Offering shall have been afforded a period of at least twenty-five (25) Business Days commencing upon receipt of an Offering Memorandum to place the Notes with qualified investors (the “Marketing Period”); provided that the Marketing Period shall not commence or be deemed to have commenced if after the date of this Agreement and prior to the completion such twenty-five (25) Business Day period (A) the Company has publicly announced its intention to, or determines that it must, restate any historical financial statements or other financial information to be included in the Offering Memorandum or any such restatement is under active consideration, in which case, the Marketing Period shall not commence or be deemed to commence unless and until such restatement has been completed and the applicable historical financial statements or other financial information has been amended and updated or the Company has publicly announced or informed the Purchaser that it has concluded that no restatement shall be required, (B) the Company’s independent auditors shall have withdrawn their audit opinion with respect to any financial statements to be included in the Offering Memorandum for which they have provided an opinion, in which case the Marketing Period shall not commence or be deemed to commence unless and until a new audit opinion is issued with respect to such financial statements for the applicable periods by the independent accountants or another independent public accounting firm reasonably acceptable to the Purchaser, or (C) the Offering Memorandum would not be Compliant at any time during the twenty-five (25) Business Day period, in which case the Marketing Period shall not commence or be deemed to commence unless and until the Offering Memorandum is updated or supplemented so that it is Compliant (it being understood that if any Offering Memorandum provided at the commencement of the Marketing Period ceases to be Compliant during such twenty-five (25) Business Day period, then the Marketing Period shall be deemed not to have commenced).
Marketing Period. The Marketing Period shall not have been completed. The foregoing conditions are for the sole benefit of Parent and Merger Sub and, other than the Minimum Condition, may be waived by Parent and Merger Sub in whole or in part at any time and from time to time in their sole discretion, in each case subject to the terms and conditions of this Agreement and to the extent such waiver is permitted by applicable Law. The failure by Parent, Merger Sub or any other Affiliate of Parent at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. The capitalized terms used in this Annex I shall have the meanings set forth in the Agreement to which it is annexed. Exhibit A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE FRESH MARKET, INC. (a Delaware corporation) ARTICLE I The name of the Corporation is THE FRESH MARKET, INC.
Marketing Period. 4.1 Subject to the granting of all necessary governmental approvals or concurrences to sell the Designated Product, Mylan hereby agrees, during the Marketing Period, to use its continuing best efforts to market, promote and sell the Designated Product throughout the Territory.
Marketing Period. 4.1 Subject to the granting of all necessary governmental approvals or concurrences to sell the Designated Products, Schwxxx Xxxrma hereby agrees, during the Marketing Period, to use its continuing best efforts to market, promote and sell the Designated Products throughout the United States following the U.S. Approval Date, and in Canada and/or Mexico, following the Approval Date, if any, for that nation(s). As the term is used in this Section 4, the exertion of Schwxxx Xxxrma's best efforts will mean that Schwxxx Xxxrma will devote to such marketing, promotion and sales of the Designated Products resources and priorities at least as substantial and high as any like-kind resources and priorities devoted by Schwxxx Xxxrma or any of its Affiliates to the marketing, promotion or sale of any other generic drug of substantially the same potential in the same nation of the Territory, measured in terms of sales and profitability potentials.
Marketing Period. CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS
Marketing Period. The Owner shall have two hundred forty-five (245) days from the date of the First City Response Notice (the "Marketing Period") to market the Home and find an Eligible Purchaser. During the Marketing Period, the Owner shall use bona fide good faith efforts to sell the Home to an Eligible Purchaser in compliance with this Section 11, including listing the Home on the Multiple Listing Service, keeping the Home in an orderly condition, making the Home available to show to agents and prospective buyers, and providing buyers with Eligible Purchaser requirements, including income qualifications and the City's form of disclosure statement summarizing the terms of the buyer's resale agreement. A proposed purchaser ("Proposed Purchaser"), who the Owner believes will qualify as an Eligible Purchaser, shall be referred to the City for an eligibility determination.
Marketing Period. (a) For each Owned Property, the period commencing on the Closing Date and ending on the Owned Property Termination Date shall be known as the "Marketing Period" for such Owned Property.
Marketing Period. The Marketing Period shall have occurred and been completed.
Marketing Period a. Subject to the provisions of Sections 2.5b through 2.5g below, the Marketing Period shall continence as of the Effective Date and shall continue for an initial term of three (3) years (the "INITIAL TERM"). Following the Initial Term, the Marketing Period shall automatically be renewed for subsequent renewal terms of one (1) year each ("RENEWAL TERMS"), subject to the right of either Party to terminate the Marketing Period at the end of the Initial Term or at the end of any Renewal Term by written notice to the other Party not less than one-hundred eighty (180) days prior to the end of the Initial Term or Renewal Term, as applicable.
