Second Opt-In Election Sample Clauses

Second Opt-In Election. Xxxxxxx may, at its sole discretion, elect to maintain its rights under this Agreement beyond the Second Opt-In Period by providing Protagonist with a written notice of such election (the “Second Opt-In Election Notice”) at any time during the period beginning on the date on which it timely pays the Opt-In Maintenance Fee and ending [ * ] after the Phase 2B Completion Date; provided, however, that if Xxxxxxx is stayed from making such election after the Phase 2B Completion Date by the filing of a petition by Protagonist under the Bankruptcy Code or otherwise, such period shall expire on the date that is [ * ] after the lifting or expiration of such stay (the “Second Opt-In Period”). If Xxxxxxx provides a Second Opt-In Election Notice on or prior to the expiration of the Second Opt-In Period, Xxxxxxx shall be deemed to have made the “Second Opt-In Election” on the date that the Second Opt-In Election Notice is deemed given in accordance with Section 14.10.
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Second Opt-In Election. Xxxxxxx may, at its sole discretion, elect to maintain its rights under this Agreement beyond the Second Opt-In Period by providing Protagonist with a written notice of such election (the “Second Opt-In Election Notice”) at any time during the period beginning on the date on which it timely pays the Opt-In Maintenance Fee and ending [*] after the Phase 2B Completion Date for either the Initial Product (but only if Xxxxxxx has paid the Opt-In Maintenance Fee) or first 2nd Generation Product; provided, however, that if Xxxxxxx is stayed from making such election after the Phase 2B Completion Date by the filing of a petition by Protagonist under the Bankruptcy Code or otherwise, such period shall expire on the date that is [*] after the lifting or expiration of such stay (the “Second Opt-In Period”). If Xxxxxxx provides a Second Opt-In Election Notice on or prior to the expiration of the Second Opt-In Period, Xxxxxxx shall be deemed to have made the “Second Opt-In Election” on the date that the Second Opt-In Election Notice is deemed given in accordance with Section 14.10. For clarity, (a) if Xxxxxxx has paid the Opt-In Maintenance Fee but does not make the Second Opt-In Election for the Initial Product, and provided that a Development Candidate has been selected pursuant to Section 3.9.6 or the Research Term has not expired or terminated, then the Second Opt-In Period shall continue until the date ending [*] after the Phase 2B Completion Date for the first 2nd Generation Product; (b) if Xxxxxxx has paid the Opt-In Maintenance Fee but does not make the Second Opt-In Election for the Initial Product within the Second Opt-In Period and no Development Candidate has been selected pursuant to Section 3.9.6 as of such time and the Research Term has [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. expired or terminated, then the Second Opt-In Period shall expire; and (c) if Xxxxxxx has paid the Opt-In Maintenance Fee but does not make the Second Opt-In Election for the Initial Product within the Second Opt-In Period and as of such time the Research Term has not expired or terminated, and the Research Term thereafter expires or terminates without a Development Candidate being selected pursuant to Section 3.9.6, then the Second Opt-In Period shall expire contemporaneously with the expiration or termination of the Research ...
Sample 1

Related to Second Opt-In Election

  • Section 83(b) Election Purchaser understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchased. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

  • Section 83(b) Elections To the Company’s knowledge, all elections and notices permitted by Section 83(b) of the Code and any analogous provisions of applicable state tax laws have been timely filed by all employees who have purchased shares of the Company’s common stock under agreements that provide for the vesting of such shares.

  • Election Period The period which begins on the first day of the Plan Year in which the Participant attains age thirty-five (35) and ends on the date of the Participant’s death. If a Participant separates from Service prior to the first day of the Plan Year in which age thirty-five (35) is attained, the Election Period shall begin on the date of separation, with respect to the account balance as of the date of separation.

  • Deferral Election A Participant may elect to defer all or a specified percentage of the Compensation earned in a Plan Year by such Participant for serving as a member of the Board of any Participating Fund or as a member of any committee or subcommittee thereof. Reimbursement of expenses of attending meetings of the Board, committees of the Board or subcommittees of such committees may not be deferred. Such election shall be made by executing before the first day of such Plan Year such election notice as the Administrator may prescribe; provided, however, that upon first becoming eligible to participate in the Plan by reason of appointment to a Board, a Participant may file a Deferral Election not later than 30 days after the effective date of such appointment, which election shall apply to Compensation earned in the portion of the Plan Year commencing the day after such election is filed and ending on the last day of such Plan Year.

  • Section 336(e) Election If UTC determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) shall (and shall cause any relevant member of such SpinCo Group(s) to) join with UTC and/or any relevant member of the UTC Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (a) any Contribution, Distribution, or Internal Distribution fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such Company’s percentage share of such Taxes).

  • Initial Election The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within 30 days after the Effective Date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

  • Election Form The Consideration shall be payable in accordance with the election made by Contributor in the Consideration Election Form (“Election Form”) accompanying the PPM, the results of which election are set forth on Exhibit A hereto. If, pursuant to the Election Form, Contributor (A) elected all or part of Contributor’s consideration payable hereunder to be in the form of units of limited partnership interests of the Operating Partnership (“OP Units”) and (B) submitted to the Operating Partnership (x) an executed Investor Questionnaire representing and warranting to the Operating Partnership that Contributor is an “accredited investor” as defined in the Investor Questionnaire and (y) any other documentation required by the Operating Partnership, including, but not limited to, a signature page to the Partnership Agreement (as hereinafter defined), Contributor shall receive OP Units in an amount determined in the manner described on Exhibit A hereto. The portion of the Consideration, if any, payable in cash is set forth on Exhibit A. Contributor agrees that the cash payment shall be made and the OP Units shall be registered in the name of the persons or entities set forth on the Election Form. OP Units will only be delivered to Contributor if Contributor has represented to the Operating Partnership that Contributor is an “accredited investor”. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), a draft copy of which is included as an exhibit to the PPM.

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