Phase III Distribution Sample Clauses

Phase III Distribution. Promptly after the date that occurs the later of (i) eighteen (18) months after the Closing Date or (ii) (A) the date any proprietary non-inhalation EDACS or other similar abuse deterrent product developed out of Company under a patent (or patent application) proprietary to Company completes the first Phase III clinical study or the date Company enters into a binding contractual arrangement with a third party to manufacture or commercialize a non-inhalation EDACS or other similar abuse deterrent product under a patent (or patent application) proprietary to Company, or (B) the date of issuance to Company by the United States Patent and Trademark Office, with regard to a Company patent (or patent application) of a non-inhalation EDACS or other similar abuse deterrent product, of a notice of allowability of claims and with scope of claims that is reasonably likely to allow Company to develop, produce and market a non-inhalation EDACS or other similar abuse deterrent product under such patent (the "Phase III Triggering Event"), Purchaser shall distribute to each Seller (a) such Seller's Percentage Interest of an aggregate number of shares of Purchaser Common Stock equal to the quotient of (i) Four Million Three Hundred and Seventy Five Thousand and No/100 Dollars ($4,375.000) divided by (ii) the average US dollar share price on the primary market for the Purchaser Common Stock over the ten (10) trading day period ending on the last trading day immediately prior to the Phase III Triggering Event, and (b) such Seller's Percentage Interest of One Hundred Thousand and No/100 Dollars ($100,000), payable either in cash or in Purchaser Common Stock (at the price determined by Section I.D.3(a)(ii) above), at Purchaser's option. If at the Phase III Triggering Event the value of subpart (a)(ii) above is below 30% or above 170% of the Closing Value, the value of subpart (a)(ii) above shall instead equal 30% or 170% of the Closing Value, respectively.
Sample 1
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Related to Phase III Distribution

  • Final Distribution The liquidator will distribute any assets remaining after the discharge or accommodation of the Company’s debts, obligations and liabilities to the Member.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Final Distributions Section 8.01. Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of this Supplement.

  • REMIC Distributions On each Distribution Date the Trustee shall be deemed to have allocated distributions to the REMIC I Regular Interests, REMIC II Regular Interests, Class CE Interest, Class P Interest and Class IO Interest in accordance with Section 5.07 hereof.

  • Liquidation Distribution Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

  • Preferred Distributions For any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due and payable during such period on Preferred Securities issued by the Borrower or any of its Subsidiaries or REIT. Preferred Distributions shall not include dividends or distributions: (a) paid or payable solely in Equity Interests of identical class payable to holders of such class of Equity Interests; (b) paid or payable to the Borrower or any of its Subsidiaries; or (c) constituting or resulting in the redemption of Preferred Securities, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

  • Allocations Distributions Each item of income, gain, loss, deduction and credit of the Company shall be allocated 100% to the Member. Each distribution of cash or other property by the Company shall be made 100% to the Member. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

  • Deferment; Distribution in Kind Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators may, in their sole discretion and the fullest extent permitted by applicable Law, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s liabilities (other than loans to the Company by any Member(s)) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining assets in-kind of the Company in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such assets of the Company or (c) a combination of the foregoing. Any such Distributions in-kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators shall determine the Fair Market Value of any property distributed.

  • Basic Distributions Except as otherwise provided in Sections 3.02 and 3.03 hereof, each periodic payment of principal or interest on the Equipment Notes received by the Mortgagee shall be promptly distributed in the following order of priority:

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