Specific Company Obligations Sample Clauses

Specific Company Obligations. (a) In connection with any Sale Process, the Company shall engage an investment bank (the “Financial Advisor”) and a law firm (the “Deal Counsel”) reasonably satisfactory to the Holder Representative (which may be the Company’s existing investment bank and law firm) to assist with the Sale Process. The Financial Advisor and Deal Counsel, as well as any other advisors engaged pursuant to this Section 7.2(a), shall represent the Company, and only the Company, in the Sale Process, and the costs, fees and expenses of such advisors shall be paid by the Company pursuant to the terms of engagement letters that are approved by the Holder Representative (such approval not to be unreasonably withheld, conditioned or delayed). None of the Financial Advisor, Deal Counsel or any other advisor selected in accordance with this Section 7.2(a) shall be terminated by the Company without the written consent of the Holder Representative. (b) Without limiting the generality of the provisions of Section 7.2(a), in connection with any Sale Process, at the request of the Holder Representative, the Company shall, and shall cause its employees, officers, consultants, counsel and advisors to: (i) assist the Financial Advisor in creating a list of potential acquirers; (ii) set up and maintain a virtual or actual data room (as elected by the Holder Representative) containing due diligence materials customarily provided in connection with transactions of the nature of a Sale of the Company, along with any other due diligence materials requested by the Holder Representative or reasonably requested by any potential acquirer; acquirers; (iii) execute customary nondisclosure agreements with potential (iv) provide incentive compensation to members of the Company’s management, and in an amount and form, all as determined by the Holder Representative to be necessary or helpful to the successful consummation of the Sale of the Company; (v) prepare, or assist the Financial Advisor with the preparation of, any marketing, financial or other materials deemed by the Holder Representative or the Financial Advisor to be necessary or helpful in connection with a Sale of the Company; (vi) attend and participate in any meetings, conference calls or presentations regarding the Company and its business with potential acquirers; (vii) execute a letter of intent or term sheet on terms reasonably acceptable to the Holder Representative with one or more potential acquirers; (viii) execute and perform the Comp...
Sample 1Sample 2
AutoNDA by SimpleDocs
Specific Company Obligations. Without limiting COMPANY’s obligations in Section 3.8 above, COMPANY shall in any case: (a) use Commercially Reasonable Efforts to achieve the milestone events as set out in Section 8.2 for Indications in the Joint Development Plan; (b) use Commercially Reasonable Efforts to develop, at least one (1) therapeutic, prophylactic or palliative Product in [***]; (c) file an IND in [***] and perform a Trial in [***] with the intent to seek Regulatory Approval in [***]; both in a reasonable timeline; (d) where available and commercially reasonable [***], conduct an Early Access Program for the Product in [***] in advance of the first Marketing Authorization of the Product in [***]; and (e) conduct Trials in accordance with all applicable Laws. The Parties acknowledge and agree that any breach of this Section 3.9 by COMPANY may constitute a Material Breach of this Agreement giving rise to the termination right set forth in Section 17.2(a).
Sample 1
Specific Company Obligations. COMPANY shall use Commercially Reasonable Efforts to Commercialize at least one therapeutic, prophylactic or palliative Product in the Field in each country or jurisdiction in the COMPANY Territory in which COMPANY, its Affiliates and/or Sublicensees have received both Marketing Authorization and, if applicable, Pricing Approval for such Product(s). In particular, COMPANY shall use Commercially Reasonable Efforts to: (i) obtain Regulatory Approvals and Pricing Approvals, and Commercialize the Product(s) in [***]; (ii) position the Product in First Line Detailing or Second Line Detailing in [***] after it has been launched; (iii) engage in outreach activities with the goal of covering up to [***] percent ([***]%) of patient potential in [***] after the Product(s) has/have been launched; and (iv) not promote any Product together or in close connection with a product that competes targeting the same (or a subset of the same) patient population as the Product in [***], unless such product is to be used in combination with the Product. The Parties acknowledge and agree that any breach of this Section 5.2(b) with respect to obligations relating to [***] may constitute a Material Breach of this Agreement giving rise to the termination right set forth in Section 17.2(a). For clarity, for purposes of this Section 5.2(b), with respect to [***], COMPANY’s obligation to use Commercially Reasonable Efforts with respect to a given Product shall also take into account [***].
Sample 1
Specific Company Obligations. COMPANY shall use Commercially Reasonable Efforts to Commercialize at least one therapeutic, prophylactic or palliative Product in the Field in each country or jurisdiction in the COMPANY Territory in which COMPANY, its Affiliates and/or Sublicensees have received both Marketing Authorization and, if applicable, Pricing Approval for such Product(s). In particular, COMPANY shall use Commercially Reasonable Efforts to: (i) obtain Regulatory Approvals and Pricing Approvals, and Commercialize the Product(s) in [***]; (ii) position the Product in First Line Detailing or Second Line Detailing in [***] after it has been launched; (iii) engage in outreach activities with the goal of covering up to [***] percent ([***]%) of patient potential in [***] after the Product(s) has/have been launched; and (iv) not promote any Product together or in close connection with a product that competes targeting the same (or a subset of the same) patient population as the Product in [***], unless such product is to be used in combination with the Product.
Sample 1

Related to Specific Company Obligations

  • Company Obligations The Company agrees: (a) that until such time as Remus Capital no longer meets the Remus Minimum Ownership Threshold, and provided that the Remus Independent Nominee is able and willing to continue to serve on the Board, the Company will include each applicable Remus Independent Nominee in the Company’s slate of director nominees to stand for election to the Board at any meeting of Company stockholders at which directors are to be elected; (b) that until such time as Xxxxxxxx Xxxx no longer meets the Gaur Minimum Ownership Threshold, and provided that the Gaur Independent Nominee is able and willing to continue to serve on the Board, the Company will include each applicable Gaur Independent Nominee in the Company’s slate of director nominees to stand for election to the Board at any meeting of Company stockholders at which directors are to be elected; (c) that until such time as RTW no longer meets the RTW Designation Condition, and provided that the RTW Designated Director is able and willing to continue to serve on the Board, the Company will include each applicable RTW Designated Director as a Company Independent Nominee in the Company’s slate of director nominees to stand for election to the Board at any meeting of Company stockholders at which directors are to be elected; (d) to recommend, support and solicit proxies for each such Gaur Independent Nominee, Remus Independent Nominee or RTW Designated Director as a Company Independent Nominee, in each such case, in substantially the same manner as it recommends, supports and solicits proxies for any other members of such slate of director nominees; (e) to cause to be nominated a lead Independent Director (the “Lead INED”) of the Board, who shall serve at all times as chair or co-chair of the Board, and who initially shall be Xxxx Xxxxxx. The Company shall cause the Lead INED to be nominated as the Sponsor Nominee; and (f) from time to time and at all times on or prior to the second (2nd) anniversary of the Closings (as defined in the Business Combination Agreement), to cause Xxxx Xxxxxx to be the Lead INED; provided, that, at the time when such annual or special meeting of stockholders at which an election of directors is held or at the time when such written consent of the stockholders to elect one or more directors is entered into, Xxxx Xxxxxx (i) has not refused and continues to refuse to stand for re-election, (ii) is not unable to discharge the duties of the Lead INED due to death or incapacity or (iii) is not ineligible to serve as the Lead INED.

  • Intercompany Obligations At all times, the Company shall ensure that all intercompany obligations (including, without limitation, obligations pursuant to transfer pricing and royalty agreements) owed by the Company or a Restricted Subsidiary to the Company or any of its Subsidiaries shall be subordinated in writing in right of payment to the Notes or the applicable Subsidiary Guarantee and unsecured.

  • Specific Obligations The HSP: will provide to the Funder, or to such other entity as the Funder may direct, in the form and within the time specified by the Funder, the Reports, other than personal health information as defined in the Enabling Legislation, that the Funder requires for the purposes of exercising its powers and duties under this Agreement, the Accountability Agreement, the Enabling Legislation or for the purposes that are prescribed under any Applicable Law; will fulfil the specific reporting requirements set out in Schedule B; will ensure that every Report is complete, accurate, signed on behalf of the HSP by an authorized signing officer where required and provided in a timely manner and in a form satisfactory to the Funder; agrees that every Report submitted to the Funder by or on behalf of the HSP, will be deemed to have been authorized by the HSP for submission. For certainty, nothing in this section 8.1 or in this Agreement restricts or otherwise limits the Funder’s right to access or to require access to personal health information as defined in the Enabling Legislation, in accordance with Applicable Law for purposes of carrying out the Funder’s statutory objects to achieve the purposes of the Enabling Legislation.

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

  • Guaranty Obligations Unless otherwise specified, the amount of any Guaranty Obligation shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation.

  • Secured Party Performance of Debtor Obligations Without having any obligation to do so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors shall reimburse the Administrative Agent for any amounts paid by the Administrative Agent pursuant to this Section 8.4. The Grantors’ obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.

  • Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.

  • Supplier Obligations 7.1 The Supplier shall: 7.1.1 at all times allocate sufficient resources to supply the Services in accordance with the Contract; 7.1.2 provide and fulfil any ancillary or incidental service, function or responsibility not specified in the Service Specification where such service, function or responsibility is necessary for the proper performance of the relevant Services; 7.1.3 obtain, and maintain throughout the duration of the Contract, all the consents, approvals, licences and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary for the provision of the Services or performance of any other obligation under this Contract; 7.1.4 ensure the Supplier Assets used in the performance of the Services will be free of all encumbrances (except as agreed in writing with the Authority); 7.1.5 ensure that in the performance of its obligations under the Contract it does not disrupt the operations of each Commissioning Body and their respective Personnel; 7.1.6 ensure that any documentation, information and training provided to each Commissioning Body under this Contract (including in relation to the use of the Website) is comprehensive, accurate and prepared in accordance with Good Industry Practice; 7.1.7 co-operate with the Other Supplier(s) and provide reasonable information (including any documentation), advice and assistance in connection with the Services to the Other Supplier(s) including to enable such Other Supplier(s) to provide services to the respective Commissioning Bodies and, on the expiry or termination of this Contract for any reason, to enable the timely transition of the Services (or any of them) to the respective Commissioning Bodies and/or to any Replacement Supplier; 7.1.8 to the extent it is legally able to do so, hold on trust for the sole benefit of the Authority, all warranties and indemnities provided by third parties or any Sub- contractor in respect of any Deliverables and/or the Services and, where any such warranties are held on trust, at its cost enforce such warranties in accordance with any reasonable directions that the Authority may notify from time to time to the Supplier; 7.1.9 unless it is unable to do so, assign to the Authority on the Authority’s written request and at the cost of the Supplier any such warranties and/or indemnities as are referred to in Clause 7.1.8; 7.1.10 provide each Commissioning Body with such advice and assistance as that Commissioning Body may reasonably require during the Contract Period in respect of the supply of the Services; 7.1.11 gather, collate and provide such information and co-operation as the Authority may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under the Contract; 7.1.12 notify the Authority of any circumstances suggesting that a change of Control of the Supplier is planned, in contemplation or has taken place; 7.1.13 notify the Authority in writing of any material detrimental change in the financial standing and/or any change in the credit rating of the Supplier; 7.1.14 subject to Clause 33.6, notify the Authority in writing within ten (10) Working Days of their occurrence, of any actions, suits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it that might affect its ability to perform its obligations under the Contract; and 7.1.15 ensure that neither it, nor any of its Affiliates or Personnel, bring any Commissioning Body into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in that Commissioning Body, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Contract.

  • Corporate Obligation No recourse may be taken, directly or indirectly, against any incorporator, subscriber to the capital stock, stockholder, officer, director or employee of the Company or the Trustee or of any predecessor or successor of the Company or the Trustee with respect to the Company's obligations on the Securities or the obligations of the Company or the Trustee under this Indenture or any certificate or other writing delivered in connection herewith. ARTICLE TWO

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!