Definitive Distribution Agreement Sample Clauses

Definitive Distribution Agreement. Promptly upon Medtronic’s exercise of the Japanese Distribution Option, Volcano and Medtronic (or an Affiliate of Medtronic) shall enter into a definitive distribution agreement (the “Medtronic Distribution Agreement”) related to such Japanese exclusive distribution right, the term of which shall be at least five (5) years from the commencement of Medtronic’s distribution rights thereunder, and the other terms and conditions of which shall be substantially similar to the terms and conditions of the Fukuda Distribution Agreement as of the Effective Date, provided that the minimum sales volumes for the first year of the Medtronic Distribution Agreement shall be substantially similar to the minimum sales volumes in the last full year prior to the termination of the Fukuda Distribution Agreement (less the amount of Product that Fukuda is able to sell after the termination of the Fukuda Distribution Agreement); provided, however, that Volcano shall have the right to terminate the Medtronic Distribution Agreement at any time prior to December 31, 2006 in the event that, prior to such date, (i) a Liquidity Event occurs, and (ii) within three (3) business days following the consummation of such Liquidity Event, Volcano pays to Medtronic, in immediately available funds, $2,000,000 (the “Termination Fee”); provided, however, that in the event the Liquidity Event is the public offering of Volcano’s common stock (pursuant to subparagraph (i) of the definition of “Liquidity Event”), Volcano may terminate the Medtronic Distribution Agreement effective immediately prior to such consummation of the public offering provided that Volcano pays Medtronic the Termination Fee as provided above within 3 business days following the consummation of said public offering.
Sample 1
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Related to Definitive Distribution Agreement

  • Definitive Agreement Customer’s substitution right and Boeing obligation in this Letter Agreement are further conditioned upon Customer and Boeing’s executing a definitive agreement for the purchase of the Substitute Aircraft within thirty (30) days of Customer’s substitution notice to Boeing or of Customer’s acceptance of an alternate delivery month in accordance with paragraph 2 above.

  • Distribution Agreement This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company. The transactions contemplated by this Agreement have been duly authorized by the Company.

  • Entry into a Material Definitive Agreement Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party. Examples: servicing agreement, custodial agreement. Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus Depositor

  • Termination of a Material Definitive Agreement Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party. Examples: servicing agreement, custodial agreement. Depositor

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Definitive Agreements We are prepared to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”) providing for the Acquisition and related transactions. These documents will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.

  • Definitive Documentation (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) shall include:

  • Definitive Documents 3.01. The Definitive Documents governing the Restructuring Transactions shall include the following:

  • Restricted Definitive Securities to Unrestricted Definitive Securities Any Restricted Definitive Security may be exchanged by the Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security if:

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

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