Initial Offer. In the event that Alliance wishes to conduct Development activities for any improvements to a Product, new indications for the Product or with respect to back-up and/or replacement products related to the Field (collectively, a "POTENTIAL NEW INDICATION"), Alliance shall make a written proposal to Schering setting forth in reasonable detail the scope of the Development activities proposed by Alliance, together with all material data available to Alliance relating thereto. Such presentation shall be accompanied by a draft development plan and development budget. Schering shall have the right with respect to each such proposal, exercisable upon delivery of written notice to Alliance not later than ninety (90) days following the date that such Potential New Indication is presented to Schering, to include such Potential New Indication as an Additional Indication hereunder. With respect to each such Additional Indication as to which Schering makes such election, it shall pay to Alliance ** as contained in the Development Plan approved by the JDC.
Initial Offer. The first potential barter product that BMS shall offer to Otsuka shall be [*]. BMS will provide all information required to be provided to Otsuka under Section 6.1 not later than sixty (60) days after completion of [*]. If Otsuka does not declare its interest in [*] as the barter product or the parties do not reach agreement on license terms for that product, BMS will offer Otsuka [*] other potential barter products (which shall not include either [*] or [*]) during the [*] period commencing on the Effective Date.
Initial Offer. If a Member proposes to sell, assign or otherwise transfer all or any part of the Member’s Interest in the Company, other than a transfer permitted under Section 9.1, the Member (“Offeror”) must first make a written offer to sell such Interest in the Company to the other Members on the same terms and subject to the same conditions as those on which the Offeror proposes to transfer the Interest in the Company (the “Offer”). The Offer must state the name of the proposed transferee and all the terms and conditions of the proposed transfer, including the price to the proposed transferee.
Initial Offer. Landlord shall deliver to Tenant a written offer to sell which shall set forth all of the terms and conditions upon which Landlord is willing to sell the
Initial Offer. (A) Prior to making any Transfer of Shareholder Shares, the transferring TH Lee Xxxreholder or transferring Management Shareholder, as applicable (in each case, the "Transferring Shareholder"), shall deliver written notice by a method permitted by SECTION 12(c) (a "Pre-Transfer Offer Notice") to each of the parties listed as to receive notice for Belron. The Pre-Transfer Offer Notice shall disclose in reasonable detail the proposed number of Shareholders Shares to be transferred, the proposed sales price and other terms and conditions of the Transfer; provided that the Pre-Transfer Offer Notice shall not be required to include the identity of the proposed transferee(s).
(B) Belron may elect to purchase all (but not less than all) of the Shareholder Shares specified in the Pre-Transfer Offer Notice at the price and on the terms specified therein by delivering written notice to the Transferring Shareholder by a method permitted by SECTION 12(d) of such election to the Transferring Shareholder within twenty-four
Initial Offer. At the time of initial hire, AP will review the resume of each employee and determine their placement on the step structure and a date on which they will graduate from one step to the next on the step structure (hereafter “graduation date”). Compensation of employees’ salaries will be determined by placement on the step structure as follows:
1. Years of experience and education in field relevant to job description
a. Advancement Project shall recognize additional degrees above the required educational minimum. Years credited for each additional degree shall be cumulatively capped at six (6) years (3 years for a JD degree, 2 years for a Masters degree, 3 years for a PHD, and 1 year for a professional license).
b. AP shall recognize different types of work experience not directly relevant to the job description capped at 4 years. Work experience in this category includes organizing, communications, legal, policy, and teaching.
c. AP shall recognize languages (applicable to our partners and the work being performed) other than English and cap that at one year.
d. AP will count years of organizing, communications, legal, policy, teaching, and any other relevant experience that overlap with schooling. All other years of experience that overlap will not be counted towards placement on the step structure.
Initial Offer. The selling party shall first deliver to the other party a written Notice of Intention to sell, offering all (but not less that all) of the interest of the selling party in the Joint Venture at the purchase price and on the terms specified therein, whereupon the other party shall have the right and option for a period of sixty (60) days following receipt of such Notice, to accept the offer made in such Notice, to all of the said interest at the purchase price and upon the terms stated therein. Such acceptance shall be made by delivering a written Notice of Acceptance to the selling party within said sixty (60) day period.
Initial Offer. If the Company desires to sell all or a majority of its interest in Advanced Biosystems, Inc., its wholly-owned subsidiary ("ABS Interest") and the Company receives any written offer, whether by way of a term sheet, letter of intent, otherwise (such written offer, "LOI"), the Company shall promptly (and in event no later than 24 hours after it receives such LOI) provide a copy of such offer to the Purchasers.
Initial Offer. (i) At any time during the period beginning on the [***] and ending on (and including) the [***], the JCF Investor may offer to sell all (but not less than all) of its Company Securities and all (but not less than all) of the securities of Holdings held by the JCF Fund or any of its Subsidiaries to the Encore Investor (collectively, the “Offered Shares”), by delivering to the Encore Investor a written notice (the “Offer Notice”) stating the JCF Investor’s desire to effectuate such sale. The Offer Notice shall state the aggregate purchase price for which the Offered Shares are being offered (the “Initial Offer”). The Offer Notice shall constitute the JCF Investor’s offer to Transfer the Offered Shares to the Encore Investor.
(ii) Upon receipt of the Offer Notice, the Encore Investor shall have [***] to exercise its rights pursuant to this Section 3.02, by delivering a written notice (the “Exercise Notice”) to the JCF Investor stating its intention to purchase all (but not less than all) of the Offered Shares. If Encore fails to deliver the Exercise Notice it shall be deemed to have elected not to purchase the Offered Shares.
(iii) In the event that the Encore Investor delivers an Exercise Notice in the timeframe referenced above, the Encore Investor shall be entitled to pay to the JCF Investor up to [***]% of the total consideration in common stock of the Encore Parent. If the Encore Investor elects to pay a portion of the total consideration with shares of [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. common stock of the Encore Parent, the per share price shall be valued based on the lower of (A) the per share price, rounded to two decimal points, of shares of the Encore Parent on the NASDAQ Stock Market (as reported on Bloomberg) for the last full trading day prior to the closing of the sale and (B) the average per share price, rounded to two decimal points, of shares of the Encore Parent on the NASDAQ Stock Market (as reported on Bloomberg) for the period of the 20 consecutive trading days ending on the penultimate full trading day prior to the closing of the sale, in each case less a discount of 5% to reflect customary private placement discounts. In addition, the JCF Investor shall receive customary registration rights with respect to such shares of common stock of the Encore Parent, including the r...
Initial Offer. At the time of initial hire, AP will review the resume of employees and compensation of employees in the unit will be set as follows:
A. Administrative, Finance and Development staff: Salaries will be determined by an analysis of the market rate for similar positions to include consideration of experience, responsibilities, geographic market, similar type and size organizations. The minimum salary will be $50,000.
B. Legal, Strategic Campaign, Program and Communications staff:
a. Salaries will be determined by the following factors:
i. Professional degrees: typical length of time if full time student;
ii. Full-time experience in related fields outside of current position: organizing, legal or communications to be capped at 4 years;
iii. Full-time experience in field of current position;
b. Internships, fellowships and full-time work during matriculation will not be credited.
c. The minimum salary for the staff attorney position will be $60,000, and $50,000 for all other positions.
d. New legal, strategic campaign, program and communications staff experience determined by the foregoing process, will be used to place new salaries within the scale of comparable existing Bargaining Unit salaries. The new salaries will be checked against market rate for similar positions and adjustments made upwards where appropriate.
