Grant of Distribution Right Sample Clauses

Grant of Distribution Right. DEBIOTECH hereby grants to IMED, which accepts, the exclusive right to use, market, sell, lease and distribute the Product and Accessories in the Territory, limited to the Field of Application. This Exclusive Distribution Right may be exercised solely by IMED directly or through its Affiliates in the USA (except as provided below) and by IMED directly or through its Affiliates or Third Person sub-Distributors in the other countries of the Territory, provided that IMED has informed DEBIOTECH of each of their name(s) together with the list of countries concerned for each of them prior to their appointment by IMED and provided further that IMED remains primarily liable for all such Affiliates and/or Third Person sub-Distributors with respect to all obligations hereunder. As an exception to the general rule for the USA, IMED may distribute through Third Person sub-Distributors in limited cases where it is commercially reasonable under the circumstances and in areas of the USA in which, and with sub-Distributors through which, IMED uses sub-Distributors for its own pumps and other products and such sub-Distributors have general distribution activities within the medical field, provided that IMED has informed DEBIOTECH of each of their name(s) together with the area concerned for each of them prior to their appointment by IMED and provided further that IMED remains primarily liable for all such Third Person sub-Distributors with respect to all obligations hereunder.
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Grant of Distribution Right. Subject to the terms and conditions set forth in this Agreement, AltiGen Communications hereby grants to Distributor a non-exclusive, non-transferable right to (a) market and distribute the Products solely to Dealers located in the Territory and (b) use the Products for those purposes set forth in the Agreement. Distributor shall not, directly or indirectly, solicit sales of the Products outside of the Territory without the prior written consent of AltiGen Communications. AltiGen Communications retains the right to sell the Products directly to other THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. parties in the Territory, including, by way of illustration but not limitation, Distributors, Dealers, strategic accounts, and original equipment manufacturers. Distributor shall have no right to modify the Product or Documentation without the prior written approval of AltiGen Communications. Distributor agrees not to (a) reverse engineer, decompile, disassemble or otherwise reduce the Product to human-perceivable form, or to encourage or assist third parties in doing so or (b) distribute the Product by rental or lease. All rights not expressly granted herein are retained by AltiGen Communications. Distributor shall have no right to grant a Dealer the right to make copies from a golden master absent further agreement between AltiGen Communications and the Distributor.
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Grant of Distribution Right. On the terms and conditions set forth in the Definitive Agreement, Marmion shall grant to M/S Al Dunia the exclusive right to distribute, market, and sell the Products in the Territories. The parties agree that Marmion may sell Products outside of the Territories, even if such Products are ultimately re-sold or otherwise up being used within the Territories, and such sales shall not be covered by the distribution right to be granted under the Definitive Agreements.
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Grant of Distribution Right. The Supplier grants to the Distributor the exclusive right to sell the System within the geographical boundaries attached hereto as Schedule "A" (the "Territory").
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Grant of Distribution Right. 2.1 Subject to the terms and conditions set forth in this Agreement, AltiGen hereby grants to Fiserv a non-exclusive, non-transferable right to (a) market and distribute the Products to End Users located in the Territory either alone or as bundled with Fiserv’s, its Affiliates’ or third party’s software, systems, or services (“Bundled Product”) and allow such End Users to use the Products for Internal Use or use in a service bureau environment, (b) resell Products to Fiserv Affiliates who shall market and distribute the Products to End Users located in the Territory either alone or as part of the Bundled Product and allow such End Users to use the Products for Internal Use or use in a service bureau environment, (c) allow Business Partners to market, distribute and resell Products to End Users located in the Territory either alone or as part of the Bundled Product and allow such End Users to use the Products for Internal Use or use in a service bureau environment, (d) use the Products in either an in house or application services provider environment to provide access to the Products to End Users, (e) use the Products for Fiserv’s and its Affiliates’ internal purposes, (f) configure, update and integrate the Products with the Bundled Product, (g) use the Products as described in Sections 2.2, 2.5 and 2.6 below, and (h) make reasonable quantities of the Products and use such copies for archive, back-up or emergency restart purposes, to replace copies made on defective media, or to create copies from a golden master for distribution purposes. Fiserv shall not, directly or indirectly, solicit sales of the Products outside of the Territory without the prior written consent of AltiGen. AltiGen retains the right to sell the Products directly to other organizations in the Territory that are not clients of Fiserv or one of its Affiliates for core account processing services, including, by way of illustration but not limitation, original equipment manufacturers. Fiserv shall have no right to modify the Product or Documentation without the prior written approval of AltiGen. Except as expressly permitted under this Agreement, Fiserv shall not, and shall not permit End Users, Business Partners, or its Affiliates to (a) reverse engineer, de-compile, translate, disassemble or otherwise reduce the Product to human-perceivable form, or to encourage or assist third parties in doing so, (b) copy, modify, or create derivative works of the Product unless specifically permitte...
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Grant of Distribution Right. 2.1 LMI hereby grants to FRI, an exclusive, non-transferable and royalty-bearing right to market, sell, and distribute the Cold Kit Products supplied by LMI and the PFS Products, which are manufactured by FRI from Ligand supplied by LMI (collectively referred to hereafter as the “Finished Products”) in the Territory under the licenses set forth in Section 3.1 hereunder. FRI hereby accepts such grant and agrees to use commercially reasonable efforts to market, sell, and distribute the Finished Products in the Territory in a manner consistent with its efforts under the previous agreements between the parties and their predecessors (e.g., using generally the same commercial channels and methods and exercising the same degree of effort and diligence), reasonably taking into consideration any significant changes to the market conditions for the Finished Products in the Territory including, but not limited to, ****.
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Grant of Distribution Right 
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Related to Grant of Distribution Right

  • Stock Distribution /Rights Exercise Fee by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held for the distribution of ADSs pursuant to (a) stock dividends or other free stock distributions, or (b) an exercise of rights to purchase additional ADSs;

  • Issuance of Common Units in Connection with Reset of Incentive Distribution Rights (a) Subject to the provisions of this Section 5.11, the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right, at any time when there are no Subordinated Units Outstanding and the Partnership has made a distribution pursuant to Section 6.4(b)(v) for each of the four most recently completed Quarters and the amount of each such distribution did not exceed Adjusted Operating Surplus for such Quarter, to make an election (the “IDR Reset Election”) to cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive their respective proportionate share of a number of Common Units (the “IDR Reset Common Units”) derived by dividing (i) the average amount of the aggregate cash distributions made by the Partnership for the two full Quarters immediately preceding the giving of the Reset Notice in respect of the Incentive Distribution Rights by (ii) the average of the cash distributions made by the Partnership in respect of each Common Unit for the two full Quarters immediately preceding the giving of the Reset Notice (the number of Common Units determined by such quotient is referred to herein as the “Aggregate Quantity of IDR Reset Common Units”). If at the time of any IDR Reset Election the General Partner and its Affiliates are not the holders of a majority in interest of the Incentive Distribution Rights, then the IDR Reset Election shall be subject to the prior written concurrence of the General Partner that the conditions described in the immediately preceding sentence have been satisfied. Upon the issuance of such IDR Reset Common Units, the Partnership will issue to the General Partner an additional General Partner Interest (represented by hypothetical limited partner units) equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner immediately prior to such issuance by (B) a percentage equal to 100% less such Percentage Interest by (y) the number of such IDR Reset Common Units, and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance. The making of the IDR Reset Election in the manner specified in this Section 5.11 shall cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive IDR Reset Common Units and the General Partner will become entitled to receive an additional General Partner Interest on the basis specified above, without any further approval required by the General Partner or the Unitholders other than as set forth in this Section 5.11(a), at the time specified in Section 5.11(c) unless the IDR Reset Election is rescinded pursuant to Section 5.11(d).

  • Transfer of Incentive Distribution Rights The General Partner or any other holder of Incentive Distribution Rights may transfer any or all of its Incentive Distribution Rights without the approval of any Limited Partner or any other Person.

  • Payment of Distributions Subject to the rights of holders of Parity Preferred Units and any holders of Partnership Interests issued after the date of issuance of the Series A Preferred Units in accordance herewith ranking senior to the Series A Preferred Units as to the payment of distributions, holders of Series A Preferred Units shall be entitled to receive, when, as and if declared by the Partnership acting through the General Partner, out of Available Cash and Capital Transaction Proceeds, cumulative preferential cash distributions at the rate per annum of 8.125% of the original Capital Contribution per Series A Preferred Unit. Such distributions shall be cumulative, shall accrue from the original date of issuance and will be payable (A) quarterly in arrears, on or before March 31, June 30, September 30 and December 31 of each year commencing on June 30, 1998 and, (B), in the event of (i) an exchange of Series A Preferred Units into Series A Preferred Stock, or (ii) a redemption of Series A Preferred Units, on the exchange date or redemption date, as applicable (each a "Preferred Unit Distribution Payment Date"). The amount of the distribution payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and for any period shorter than a full quarterly period for which distributions are computed, the amount of the distribution payable will be computed on the basis of the actual number of days elapsed in such a 30-day month. If any date on which distributions are to be made on the Series A Preferred Units is not a Business Day, then payment of the distribution to be made on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Distributions on June 30, 1998 and thereafter on the Series A Preferred Units will be made to the holders of record of the Series A Preferred Units on the relevant record dates to be fixed by the Partnership acting through the General Partner, which record dates shall be not less than ten (10) days and not more than thirty (30) Business Days prior to the relevant Preferred Unit Distribution Payment Date (the "Preferred Unit Partnership Record Date").

  • Distribution of Rights to Purchase Shares (a) Distribution to ADS Holders Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give notice thereof to the Depositary at least 60 days prior to the proposed distribution stating whether or not it wishes such rights to be made available to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution of rights is lawful and reasonably practicable. In the event any of the conditions set forth above are not satisfied, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below or, if timing or market conditions may not permit, do nothing thereby allowing such rights to lapse. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.7) and establish procedures (x) to distribute such rights (by means of warrants or otherwise) and (y) to enable the Holders to exercise the rights (upon payment of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes and other governmental charges). Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs).

  • Contribution Rights In order to provide for just and equitable contribution under the Act in any case in which: (i) any person entitled to indemnification under this Section 5 makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5 provides for indemnification in such case; or (ii) contribution under the Act, the Exchange Act or otherwise may be required on the part of any such person in circumstances for which indemnification is provided under this Section 5, then, and in each such case, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as incurred, in such proportions that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance; provided, that, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Public Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay in respect of such losses, liabilities, claims, damages and expenses. For purposes of this Section, each director, officer and employee of an Underwriter or the Company, as applicable, and each person, if any, who controls an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Act shall have the same rights to contribution as the Underwriters or the Company, as applicable.

  • Termination of Registration Rights The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:

  • Distribution Rights Licensee may distribute Distributable Components (including when modified per Section 3(a)(3)B (Modification Rights) above), provided that either (a) such Distributable Components have been converted into a machine executable form, such as in the case of a Core or Design Element, a Bitstream, and in the case of a Driver, in compiled object code form; or (b) the recipient thereof has a valid license from Xilinx to use the same Software. In all cases Distributable Components shall be distributed only for use to program a Xilinx Device.

  • Restriction on Timing of Distribution Notwithstanding any provision of this Agreement to the contrary, distributions under this Agreement may not commence earlier than six (6) months after the date of a Separation from Service (as described under the “Separation from Service” provision herein) if, pursuant to Internal Revenue Code Section 409A, the participant hereto is considered a “specified employee” (under Internal Revenue Code Section 416(i)) of the Bank if any stock of the Bank is publicly traded on an established securities market or otherwise. In the event a distribution is delayed pursuant to this Section, the originally scheduled distribution shall be delayed for six (6) months, and shall commence instead on the first day of the seventh month following Separation from Service. If payments are scheduled to be made in installments, the first six (6) months of installment payments shall be delayed, aggregated, and paid instead on the first day of the seventh month, after which all installment payments shall be made on their regular schedule. If payment is scheduled to be made in a lump sum, the lump sum payment shall be delayed for six (6) months and instead be made on the first day of the seventh month.

  • Method of Distribution (a) All distributions with respect to each Class of Certificates on each Distribution Date shall be made pro rata among the outstanding Certificates of such Class, based on the Percentage Interest in such Class represented by each Certificate. Payments to the Certificateholders on each Distribution Date will be made by the Trustee to the Certificateholders of record on the related Record Date by check or money order mailed to a Certificateholder at the address appearing in the Certificate Register, or upon written request by such Certificateholder to the Trustee made not later than the applicable Record Date, by wire transfer to a U.S. depository institution acceptable to the Trustee, or by such other means of payment as such Certificateholder and the Trustee shall agree.

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