ALION SCIENCE AND TECHNOLOGY CORPORATION Sample Clauses

ALION SCIENCE AND TECHNOLOGY CORPORATION. By: ----------------------------- --------------------------- Name: Bahman Atefi, Title: an inxxxxxxxx Xxxress: 1750 Tysons Blvd. Suite 1300 McLean, VA 22102-4210 Xxx: 000-000-0000 Xxx:
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ALION SCIENCE AND TECHNOLOGY CORPORATION. By: ------------------- ----------------------------- Name: Bahman Atefi Stephen J. Trichka, Titxx: Xxxxx Xxecutive Officer xx xxxxxxxxxx Xddress: 1750 Tysons Blvd. Suite 1300 McLean, VX 00000-0000 Xxx: 000-000-0000 Xxx: XXXXX XXXXXXX XXX XXXXXXXXXX XXRPORATION EMPLOYXX XXXXXXXXX, SAVINGS AND INVESTMENT TRUST, FOR THE PURPOSES OF SECTIONS 6, 7, 15 AND 17 THROUGH 26 OF THIS SELLER WARRANT AGREEMENT ONLY By: ----------------------------- Name: Title: Trustee Address: Fax: EXHIBIT A FORM OF EXERCISE NOTICE (To be Executed by the Holder if the Holder Desires to Exercise the Warrant Evidenced by the Foregoing Alion Subordinated Warrant Agreement) To Alion Science and Technology Corporation The undersigned hereby irrevocably elects to purchase ______ shares of Common Stock, issuable upon exercise of said Warrant. The undersigned hereby elects to make payment in connection with such exercise by: ___ delivery of $_______ (in cash) and any applicable taxes payable by the undersigned; or. ___ cashless exercise, pursuant to Section 2(c) of the Alion Subordinated Warrant Agreement. The undersigned requests that certificates for such shares be issued in the name of PLEASE INSERT TAX IDENTIFICATION NUMBER ----------------------------- -------------------------------------- (Print Name) -------------------------------------- (Print Address) -------------------------------------- EXHIBIT B ASSIGNMENT AND JOINDER FORM FOR VALUE RECEIVED, the undersigned Holder hereby sells, assigns and transfers unto the undersigned Assignee all of the rights and obligations of the undersigned Holder under the within Alion Subordinated Warrant Agreement, with respect to _________ shares of Common Stock (the "Warrant Shares"), and does hereby irrevocably constitute and appoint ________ to make such transfer on the books of the Company maintained for the purpose, with full power of substitution in the premises. The Assignee hereby acknowledges and agrees that (i) it is assuming all of the obligations, relating to the portion of the Warrant being assigned and transferred pursuant to this instrument (the "Warrant Portion") and the Warrant Shares, which are contained in the Alion Subordinated Warrant Agreement, and (ii) as of the date written below, the Assignee shall join and become a party to the Alion Subordinated Warrant Agreement as if it were named on the signature page of the Alion Subordinated Warrant Agreement as a Holder and that it shall be bound as a Holder by all of the terms, cond...
ALION SCIENCE AND TECHNOLOGY CORPORATION as Borrower By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Financial Officer as Guarantor By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President as Guarantor By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President as Guarantor By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President as Guarantor By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President as Guarantor By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President as Guarantor By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President as Guarantor By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Secretary as Guarantor By: /s/ Xxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxx Xxxxxxxx Title: Secretary XXXXXXX XXXXX LENDING PARTNERS LLC, as Administrative Agent, Arranger and a Lender By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Authorized Signatory Xxxxxxx Sachs Lending Partners LLC $ 110,000,000.00 100 % Xxxxxxx Xxxxx Lending Partners LLC $ 175,000,000.00 100 % ALION SCIENCE AND TECHNOLOGY CORPORATION AND EACH GUARANTOR (C/O ALION SCIENCE AND TECHNOLOGY CORPORATION) 0000 Xxxxxx Xxxxxxxxx, Xxxxx 0000 XxXxxx, Virginia 22102 Attn: Xxxxx X. Xxxxxxx, Chief Financial Officer Fax No.: (000) 000-0000 in each case, with a copy to HOLLAND & KNIGHT LLP 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000 XxXxxx, Xxxxxxxx 00000 Attn: Xxxxx X. Xxxx, Esq. Fax No.: (000) 000-0000 Xxxxxxx Xxxxx Lending Partners LLC, as Administrative Agent (including its Principal Office), Arranger, Bookrunner, Syndication Agent and a Lender: Xxxxxxx Sachs Lending Partners LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Attention: Xxxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: xxxxx.xxxx@xx.xxx Amended and Restated Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan, dated as of October 1, 2011. First Amendment to Amended and Restated Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan, dated as of October 1, 2013. Second Amendment to Amended and Restated Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan, dated as of September 27, 2013. Third Amendment to Amended and Restated Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan, dated as of March 28, 2014. Fourth Amendment to Amended and Restated Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan, dated as of March 28, 2014. The Alion Science and Technology Corporation Employee Ownership, Savings and Inve...
ALION SCIENCE AND TECHNOLOGY CORPORATION. By: ------------------- --------------------------------- Name: Bahman Atefi Randy Crawford, Title: Chiex Xxxxxxxxx Officer an inxxxxxxxx Xxxxxss: 1750 Tysons Blvd. Suite 1300 McLxxx, XX 00000-0000 Xxx: 000-000-0000 Xxx:
ALION SCIENCE AND TECHNOLOGY CORPORATION. By /s/ Hxxxxx X. Xxxxxx
ALION SCIENCE AND TECHNOLOGY CORPORATION. By: Name: Title: By: Name: Title: This Outline is intended to summarize certain basic terms of the modified Dutch auction procedures pursuant to and in accordance with the terms and conditions of Section 10.6(i) of the Second Lien Credit and Guaranty Agreement, of which this Exhibit M is a part (the “Auction Procedures”). It is not intended to be a definitive statement of all of the terms and conditions of a modified Dutch auction, and shall be qualified in all respects by the definitive terms and conditions for which shall be set forth in the applicable auction procedures set for each Auction (the “Offer Documents”). None of the Administrative Agent, the Auction Manager and any other Agent, or any of their respective Affiliates, makes any recommendation pursuant to the Offer Documents as to whether or not any Lender should sell its Term Loans to Borrower (the “Purchaser”) pursuant to the Offer Documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent (or any of their Affiliates) in its capacity as a Lender be deemed to constitute such a recommendation. Each Lender should make its own decision on whether to sell any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning this Auction and the Offer Documents. Capitalized terms not otherwise defined in this Exhibit have the meanings assigned to them in the Credit Agreement.

Related to ALION SCIENCE AND TECHNOLOGY CORPORATION

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner. 4.2 The Parties shall negotiate with each other to enter into specific technology license contracts to expressly specify the detail matters such as the technology to be licensed, the method to license the technology, license fees and payment.

  • New Technology When new or updated technology is introduced into a workplace, it will be the responsibility of the employer to provide appropriate and, if necessary, ongoing training to the employees directly affected. Such training will include any health and safety implications or information that will enable employees to operate the equipment without discomfort and will help maintain their general well-being.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • Science The content in the sequence of BSC 1010C and BSC 1011C is comparable to the standards for Biology 1 and therefore if both are completed may be used as preparation for the associated EOC.

  • Technology Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

  • Manufacturing Technology Transfer Upon AbbVie’s written request with respect to a given Collaboration CAR-T Product and Licensed Product, Caribou shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party Provider) of all Materials and Know-How Controlled by Caribou relating to the then-current process for the Manufacture of such Collaboration CAR-T Product and any corresponding Licensed Products (each, a “Manufacturing Process”). Caribou shall provide, shall cause its Affiliates to provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to provide, all reasonable assistance requested by AbbVie to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to implement each Manufacturing Process at the facilities designated by AbbVie. If requested by AbbVie, such assistance shall include facilitating the entering into of agreements with applicable Third Party suppliers relating to such Collaboration CAR-T Product and any corresponding Licensed Products. Without limitation of the foregoing, in connection with the Manufacturing Process and related transfer: (a) Caribou shall, and shall cause its Affiliates to, make available to AbbVie (or its Affiliate or designated Third Party Provider, as applicable), and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to make available to AbbVie, from time to time as AbbVie may request, all Materials and Manufacturing-related Know-How Controlled by Caribou relating to each Manufacturing Process, including methods, reagents and processes and testing/characterization Know-How, and all documentation constituting material support, performance advice, shop practice, standard operating procedures, specifications as to Materials to be used, and control methods, that are necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party manufacturer, as applicable) to use and practice such Manufacturing Process; (b) Caribou shall cause all appropriate employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility at mutually convenient times to assist with the working up and use of each Manufacturing Process and with the training of the personnel of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to the extent necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice such Manufacturing Process; (c) Without limiting the generality of this Section 4.4.2, Caribou shall cause all appropriate analytical and quality control laboratory employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate analytical and quality control laboratory employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility and make available all necessary equipment, at mutually convenient times, to support and execute the provision of all applicable analytical methods and the validation thereof (including all applicable Know-How, Information and Materials Controlled by Caribou, and sufficient supplies of all primary and other reference standards); (d) Caribou shall, and shall cause its Affiliates to, take such steps, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers take such steps, as are necessary or reasonably useful to assist AbbVie (or its Affiliate or designated Third Party Provider, as applicable) in obtaining any necessary licenses, permits or approvals from Regulatory Authorities with respect to the Manufacture of the applicable Collaboration CAR-T Products and corresponding Licensed Products at the applicable facilities; and (e) Caribou shall, and shall cause its Affiliates to, provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers to provide, such other assistance as AbbVie (or its Affiliate or designated Third Party Provider, as applicable) may reasonably request to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice each Manufacturing Process and otherwise to Manufacture the applicable Collaboration CAR-T Products and corresponding Licensed Products.

  • Information Technology The following applies to all contracts for information technology commodities and contractual services. “Information technology” is defined in section 287.012(15), F.S., to have the same meaning as provided in section 282.0041, F.S.

  • Information Technology Enterprise Architecture Requirements If this Contract involves information technology-related products or services, the Contractor agrees that all such products or services are compatible with any of the technology standards found at xxxxx://xxx.xx.xxx/iot/2394.htm that are applicable, including the assistive technology standard. The State may terminate this Contract for default if the terms of this paragraph are breached.

  • TRAINING AND EMPLOYEE DEVELOPMENT 9.1 The Employer and the Union recognize the value and benefit of education and training designed to enhance an employee’s ability to perform their job duties. Training and employee development opportunities will be provided to employees in accordance with Employer policies and available resources. 9.2 Attendance at employer-required training will be considered time worked. The Employer will make reasonable attempts to schedule employer-required training during an employee’s regular work shift. The Employer will pay the registration and associated travel costs in accordance with Article 23, Travel, for employer-required training.

  • Technology Access Contractor expressly acknowledges that state funds may not be expended in connection with the purchase of an automated information system unless that system meets certain statutory requirements relating to accessibility by persons with visual impairments. Accordingly, Contractor represents and warrants to System Agency that the technology provided to System Agency for purchase (if applicable under this Contract or any related Solicitation) is capable, either by virtue of features included within the technology or because it is readily adaptable by use with other technology, of: • providing equivalent access for effective use by both visual and non-visual means; • presenting information, including prompts used for interactive communications, in formats intended for non-visual use; and • being integrated into networks for obtaining, retrieving, and disseminating information used by individuals who are not blind or visually impaired. For purposes of this Section, the phrase “equivalent access” means a substantially similar ability to communicate with or make use of the technology, either directly by features incorporated within the technology or by other reasonable means such as assistive devices or services which would constitute reasonable accommodations under the Americans With Disabilities Act or similar state or federal laws. Examples of methods by which equivalent access may be provided include, but are not limited to, keyboard alternatives to mouse commands and other means of navigating graphical displays, and customizable display appearance. In accordance with Section 2157.005 of the Texas Government Code, the Technology Access Clause contract provision remains in effect for any contract entered into before September 1, 2006.

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