Change of Products Sample Clauses

Change of Products. BIOTRONIK may propose changes to released Product Specification. Such changes will be reviewed by CONOR and CONOR will analyze the related effect on the costs of the Product. CONOR may accept or reject such proposed changes at its sole discretion. CONOR will notify BIOTRONIK of its decision regarding the proposed changes and, if it elects to accept BIOTRONIK’s proposed changes, it will advise BIOTRONIK of any additional costs. If additional costs are involved, CONOR must receive written notification from BIOTRONIK of acceptance of the additional costs, before starting the implementation of the proposed change.
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Change of Products. COMPANY has the right[9] in its sole and exclusive discretion to discontinue at any time the offering of the Products or to change the design or function of the Products. 4.2 Updated and new products of COMPANY[9.1]: Company will offer updated Products to Distributor at reasonable prices. The parties agree that new or other products can be added to the Products by prior written agreement of both Parties. [9] Company’s unilateral right to change the design or function of the Products may be a point of negotiation. On one hand, the Company wants control over its product lines. On the other hand, the Distributor will want to reduce uncertainty. [9.1] Distributor may consider negotiating a first right of refusal for the updated Products.
Sample 1
Change of Products. IOD shall have the right at any time and from time to time, upon thirty (30) days written notice to Distributor, to cease to manufacture and sell, or to supersede, any and all Products.
Sample 1
Change of Products. Unless otherwise specified, all orders for Westerbeke Products shall refer to the type, model, line and style of Westerbeke Products in production at the time Westerbeke receives such orders. Westerbeke may, at any time and without prior notice, declare obsolete or discontinue the manufacture or sale of any Westerbeke Products or any type, model, line or style of Westerbeke Products, and may modify the construction or classification of any Westerbeke Products. Westerbeke shall not be obligated to manufacture or sell replacement parts or accessories for any such Westerbeke Products that are declared obsolete or discontinued by Westerbeke or modified by Distributor or any other person. Westerbeke may take any such action without incurring any obligations to Distributor arising directly or indirectly by reason of Distributor's previous purchases of Westerbeke Products.
Sample 1
Change of Products. Form, Fit or function of Products may be changed by FUNAI only through the process provided in this section and with the written pre-approval of INFOCUS. Such changes shall be documented and incorporated into the Product Specifications and Product and Process Documentation. FUNAI shall provide INFOCUS with documentation detailing the changes of the Product, including price changes and justifications of such price changes, whether increases or decrease, and any delivery date or lead-time changes. FUNAI shall provide INFOCUS with model number and unit serial number when change takes effect. INFOCUS shall use reasonable efforts to evaluate said requests and shall not unreasonably withhold approval for such changes. For changes required by INFOCUS, INFOCUS shall pay for all materials rendered excess or obsolete, due to any change of Product Specifications or new Products made pursuant to INFOCUS request, to the extent such materials were prudently procured by FUNAI as provided in Section 12.9 hereof.
Sample 1
Change of Products. Micrus may propose changes to released Product Specification. Such changes will be reviewed by Biotronik as well as the related effect on the costs of the Product will be determined. Changes shall be subject to Biotronik approval, which shall not be unreasonably withheld or delayed. Biotronik will notify Micrus of acceptance of the proposed changes and advise of any additional costs. If additional costs are involved, Biotronik must receive written notification from Micrus of acceptance of the additional costs, before starting the implementation of the proposed change.
Sample 1
Change of Products. The Company is entitled without prior notice to terminate/suspend production or sale of one or more Products or make changes to the Products or introduce new Products. In such a case, however, the Company shall not incur any obligation to make such changes to the Products already possessed or ordered by the Distributor. The Distributor cannot hold the Company liable for any changes above said and shall not have any remedy against the Company arising from the fact that the Company has terminated/suspended delivery of or has changed a certain Product. In this context, the Distributor particularly waives the right to claim any damage or harm incurred in connection with the change of the Product or termination/suspension of its production. Distributor's Business Conditions For the purpose of distribution of the Products, the Distributor shall ensure and maintain business conditions corresponding to the purpose of this Agreement and (as the case may be) the requirements of the Company. The Distributor shall notify the Company in writing of any plans to relocate its registered office or change its business facilities or make changes of internal organization of the Distributor. Prior to the registered office relocation or changes of its business facilities the Distributor shall notify the Company of such fact and shall thus allow the Company to check whether the new or changed business conditions correspond to standards. The Distributor shall employ as many experienced employees for the sale of the Products as is reasonably considered necessary or desirable by the Company with respect to usual and smooth performance of the Distributor's activities.
Sample 1
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Related to Change of Products

  • Change of business The Company shall procure that no substantial change is made to the general nature of the business of the Company or the Group from that carried on at the date of this Agreement.

  • Change of Name or Location; Change of Fiscal Year Such Grantor shall not (a) change its name as it appears in its organizational documents and as filed in such Grantor’s jurisdiction of organization, (b) change its chief executive office, principal place of business, mailing address or corporate offices or change or add warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral, in each case from the locations identified on Exhibit A, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization, in each case, unless the Administrative Agent shall have received at least fifteen days (or such lesser period of time as the Administrative Agent may agree) prior written notice of such change and the Administrative Agent shall have acknowledged in writing that either (1) such change will not adversely affect the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral, or (2) any reasonable action requested by the Administrative Agent in connection therewith has been completed or taken (including any action to continue the perfection of any Liens in favor of the Administrative Agent, on behalf of Lenders, in any Collateral), provided that, any new location shall be in the continental U.S. Such Grantor shall not change its fiscal year except as permitted under the Credit Agreement.

  • Actions Permitted without Express Authority The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio:

  • Change of Location None of the Borrowers shall change the location of its chief executive office or the office where its corporate records are kept or open any new office for the conduct of its business on less than thirty (30) days prior written notice to the Agent.

  • Exchange of Shares (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may be, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificates.

  • Change of Method Without limiting the terms of this Agreement (a) Viking and Camber shall be empowered, upon their mutual agreement, at any time prior to the Effective Time, to change the method or structure of effecting the combination of Viking and Camber (including the provisions of ARTICLE I), if and to the extent they both deem such change to be necessary, appropriate or desirable or (b) if, at any time during the period beginning on the date that is forty (40) days after the date of this Agreement and ending on the later of (x) the time that the S-4 shall have become effective under the Securities Act and (y) the date that is sixty (60) days after the date of this Agreement, either of the Boards of Directors of Camber or Viking determines in good faith that a change in the structure of effecting the combination of Viking and Camber to a Direct Merger would be in the best interests of the Combined Company following the Merger, upon written notice to the other party of such determination, Camber and Viking shall take all action necessary, and cooperate in good faith, to effect such change in structure, including by making effective amendments to this Agreement (including the provisions of ARTICLE I) and to the S-4 to the extent necessary in connection therewith, provided that such notice may only be delivered following good faith consultation with the other party; provided, however, that no such change shall (i) alter or change the Exchange Ratio or the number of shares of Camber Common Stock received by holders of shares of Viking Common Stock in exchange for each share of Viking Common Stock, unless, in connection with any change effected pursuant to the foregoing clause (b), the economic benefits that are intended to accrue to Camber’s stockholders and Viking’s stockholders pursuant to the terms of this Agreement and the transactions contemplated hereby are identical in all but de minimis respects, (ii) adversely affect the Tax treatment of Camber’s stockholders or Viking’s stockholders pursuant to this Agreement, (iii) adversely affect the Tax treatment of Viking, Camber, the Combined Company and/or their respective Subsidiaries pursuant to this Agreement, or (iv) would reasonably be expected to prevent the consummation of the transactions contemplated by this Agreement or delay the consummation of such transactions beyond the Termination Date. The parties agree to reflect any such change in an appropriate amendment to this Agreement executed by both parties in accordance with Section 9.1.

  • Developments a) Employee will make full and prompt disclosure to Employer of all inventions, improvements, discoveries, methods, developments, software and works of authorship, whether patentable or not, which are created, made, conceived, reduced to practice by Employee or under his direction or jointly with others during his employment by Employer, whether or not during normal working hours or on the premises of Employer which relate to the business of Employer as conducted from time to time (all of which are collectively referred to in this Agreement as "Developments").

  • Mergers, Consolidations and Sales of Assets (a) The Company will not, and will not permit any Consolidated Subsidiary to, consolidate with or be a party to a merger with any other Person or dispose of all or a substantial part of the assets of the Company and its Consolidated Subsidiaries; provided that:

  • Consolidations, Mergers and Sales of Assets No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000.

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