Encumbered Targets Sample Clauses

Encumbered Targets. Ionis will notify Metagenomi within [***] after Xxxxx’ receipt of a Proposed Metagenomi Target Notice if, at the time of receipt of such notice, (i) [***], (ii) [***], or (iii) [***] (each of (i) through (iii), a “Pre-Existing Ionis Restriction” and such Proposed Metagenomi Target, an “Encumbered Proposed Metagenomi Target”).
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Encumbered Targets. Metagenomi will notify Ionis within [***] after Metagenomi’s receipt of an Additional Wave 1 Target Notice, a Wave 2 Target Notice, or a Replacement Target Notice if, at the time of receipt of such notice, (i) Metagenomi is [***], (ii) Metagenomi is [***], or (iii) the Proposed Target is [***], pursuant to which Metagenomi has [***] (each of (i) through (iii), a “Pre-Existing Restriction” and such Proposed Target, an “Encumbered Target”). Notwithstanding the foregoing, a Collaboration Target that has been substituted out for Technological Infeasibility but for which Xxxxx later selects as a Proposed Replacement Target pursuant to Section 2.1.3(c) (Substitutions After Resolution of Technological Infeasibility) will only be an Encumbered Target if the foregoing clause (i) or clause (ii) applies with respect to such Proposed Replacement Target. If Metagenomi does not notify Ionis within such [***] period that the [***]. If Metagenomi (x) notifies Ionis that a Proposed Target is Available or (y) does not provide notice that a Proposed Target is an Encumbered Target within the [***], then, in either case ((x) or (y)), such Proposed Target will be deemed to be Available, at which point Section 2.1.4(c) (Effects if a Proposed Target is Available) will apply. If a Proposed Target is an Encumbered Target, then Ionis may select another Proposed Target (and another if such other Proposed Target is an Encumbered Target and so on) until such time that Ionis selects a Proposed Target that is Available, at which point Section 2.1.4(c) (Effects if a Proposed Target is Available) will apply.
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Related to Encumbered Targets

  • Target Population TREATMENT FOR ADULT (TRA) Target Population

  • Desirable Selection Criteria Post registration qualification in the area of specialty or evidence of significant progression towards one.

  • Project Goals The schedule, budget, physical, technical and other objectives for the Project shall be defined.

  • Additional Acceptable Uses of Student Data Contractor is prohibited from using Student Data for any secondary use not described in this agreement except: a. for adaptive learning or customized student learning purposes; b. to market an educational application or product to a parent or legal guardian of a student if Contractor did not use Data, shared by or collected per this Contract, to market the educational application or product; c. to use a recommendation engine to recommend to a student i. content that relates to learning or employment, within the third-party contractor's internal application, if the recommendation is not motivated by payment or other consideration from another party; or

  • Selection Criteria Each Contract is secured by a new or used Motorcycle. No Contract has a Contract Rate less than 1.00%. Each Contract amortizes the amount financed over an original term no greater than 84 months (excluding periods of deferral of first payment). Each Contract has a Principal Balance of at least $500.00 as of the Cutoff Date.

  • Evaluation Criteria 5.2.1. The responses will be evaluated based on the following: (edit evaluation criteria below as appropriate for your project)

  • Designation of Restricted and Unrestricted Subsidiaries The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

  • Contract Goals A. For purposes of this procurement, OGS conducted a comprehensive search and determined that the Contract does not offer sufficient opportunities to set goals for participation by MWBEs as subcontractors, service providers, or suppliers to Contractor. Contractor is, however, encouraged to make every good faith effort to promote and assist the participation of MWBEs on this Contract for the provision of services and materials. The directory of New York State Certified MWBEs can be viewed at: xxxxx://xx.xxxxxxxxxxxxxx.xxx/FrontEnd/VendorSearchPublic.asp?TN=ny&XID=2528. Additionally, following Contract execution, Contractor is encouraged to contact the Division of Minority and Women’s Business Development ((000) 000-0000; (000) 000-0000; or (000) 000-0000) to discuss additional methods of maximizing participation by MWBEs on the Contract. B. Good Faith Efforts Pursuant to 5 NYCRR § 142.8, evidence of good faith efforts shall include, but not be limited to, the following: 1. A list of the general circulation, trade, and MWBE-oriented publications and dates of publications in which the Contractor solicited the participation of certified MWBEs as subcontractors/suppliers, copies of such solicitations, and any responses thereto. 2. A list of the certified MWBEs appearing in the Empire State Development (“ESD”) MWBE directory that were solicited for this Contract. Provide proof of dates or copies of the solicitations and copies of the responses made by the certified MWBEs. Describe specific reasons that responding certified MWBEs were not selected. 3. Descriptions of the Contract documents/plans/specifications made available to certified MWBEs by the Contractor when soliciting their participation and steps taken to structure the scope of work for the purpose of subcontracting with, or obtaining supplies from, certified MWBEs. 4. A description of the negotiations between the Contractor and certified MWBEs for the purposes of complying with the MWBE goals of this Contract. 5. Dates of any pre-bid, pre-award, or other meetings attended by Contractor, if any, scheduled by OGS with certified MWBEs whom OGS determined were capable of fulfilling the MWBE goals set in the Contract. 6. Other information deemed relevant to the request.

  • Designation of Unrestricted Subsidiaries The Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

  • General Criteria (a) If general criteria are required as part of the Application, only one (1) set shall be completed. General criteria measure the quality of the Land Manager’s overall OHV program. The Applicants shall answer these questions with respect to the entirety of the OHV operation, including all trails and areas available for OHV Recreation, not just specific Projects or Project Areas. (b) General criteria include, but are not limited to, the following: (1) OHV Opportunity and services provided, (2) Agency contribution to the overall cost of managing and delivering the OHV Opportunity, (3) Management of natural and Cultural Resources, (4) Effective education of rules/regulations, and (5) Past performance in completing and administering Xxxxx funded Projects. (c) Non-land manager Applicants required to complete the general criteria shall cooperate with the Land Manager(s) to obtain the information necessary to complete the general criteria section of the Application. Note: Authority cited: Sections 5001.5 and 5003, Public Resources Code. Reference: Sections 5024.1, 5090.32 and 5090.50, Public Resources Code.

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