Tail Periods Sample Clauses

Tail Periods. To the extent that a wholesale inventory report shows more than six (6) weeks of inventory for the Product, the Government Rebate Tail Period and the Commercial Rebate Tail Period shall be extended by a number of days equal to the number of days in excess of six (6) weeks, as shown on the wholesale inventory report.
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Tail Periods. (i) With respect to each of the Ophthalmology Research Program and CVM Research Program, starting at the beginning of the three (3) month period immediately prior to the last day of the Ophthalmology Research Program Term or the CVM Research Program Term, as applicable, and extending until the later of (A) the end of any applicable Option Period that will end within [***] after the applicable Research Program Term and (B) the last day of such three (3)-month period, Merck shall have the right to review with NGM the Ophthalmology Collaboration Compounds or CVM Collaboration Compounds applicable to such Research Program, and determine if there are (x) in the case of the Ophthalmology Research Program, Collaboration Compounds from the Ophthalmology Research Program for which Merck desires NGM to continue to conduct research and development, where successful, through POC (the “Ophthalmology Research Program Tail Compounds,” and the Collaboration Target(s) that are Modulated by such Collaboration Compounds, “Ophthalmology Research Program Tail Targets”) and (y) in the case of the CVM Research Program, Collaboration Compounds from the CVM Research Program for which Merck desires to conduct research and development through designation as a Research Program Development Candidate (the “CVM Research Program Tail Compound,” and the Collaboration Target(s) that are Modulated by such Collaboration Compounds, “CVM Research Program Tail Targets”) over the applicable Tail Period. Merck shall have the right to require NGM to conduct such additional research and development of such Ophthalmology Research Program Tail Compounds/Targets, subject to the limits set forth in Section 4.4.3, or to conduct such additional research and development of such Tail Compounds and Tail Targets on its own pursuant to Section 4.4.3(a)(ii). Merck shall not have any right to require NGM to conduct additional research and development of such CVM Research Program Tail Compounds/Targets, but Merck may conduct such additional research and development of such Tail Compounds and Tail Targets on its own pursuant to Section 4.4.3(b).

Related to Tail Periods

  • Notice Periods Each Drawdown Notice, Rollover Notice, Conversion Notice and Prepayment Notice shall be given to the Administrative Agent:

  • Exercise Periods 8 SECTION 3.3 Expiration ...................................................... 8 SECTION 3.4

  • Cure Periods An Event of Default shall not be deemed to have occurred until five (5) business days after the non-defaulting party has provided the defaulting party with written notice specifying the event or events that if not cured would constitute an Event of Default and specifying the action necessary to cure the default within such period. This period may be extended for a reasonable period of time, if the defaulting party is acting in good faith to cure the default and such default is not materially adverse to the other party.

  • Waiting Periods All applicable waiting periods, if any, under the HSR Act shall have expired or been terminated.

  • Survival Periods Subject to the limitations contained in this ‎Article VII, all representations and warranties contained in ‎Article II, ‎Article III and any covenants and agreements set forth herein and shall survive the execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated hereby. Notwithstanding anything herein to the contrary, the Stockholders will not be liable with respect to any claim for the breach of any representation or warranty pursuant to Section ‎7.2(a), and the Merger Sub and the Parent will not be liable with respect to any claim for the breach of any representation or warranty pursuant to Section ‎7.3(a), unless written notice of a claim thereof is delivered to the Stockholders Representative or the Parent, as the case may be, prior to the Survival Date. For purposes of this Agreement, the term “Survival Date” shall mean 11:59 pm Israel Time on such date which is eighteen (18) months after the Closing Date; provided that with respect to the representations and warranties of the Company set forth in ‎2.2(a), ‎2.2(b) and ‎2.2(c) (under "Capitalization and Related Matters"), ‎2.3(d) (under “Subsidiaries”), ‎2.4 (under "Authorization") and ‎2.16 (under "Tax Matters") (collectively, the “Fundamental Representations”), with respect to the representations and warranties of the Parent and Merger Sub set forth in Section ‎3.2 (under "Authorization"), the Stockholder Indemnity and the Appraisal Indemnity, there shall be no Survival Date and no time restriction on the delivery of claims related thereto other than the applicable statutes of limitation. The parties agree that so long as written notice of a claim subject to the Survival Date limitations is given on or prior to the expiration of the Survival Date in accordance with the provisions of this ‎Article VII, the claim shall be valid until its is finally resolved.

  • Blackout Periods If the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 4(a) hereof, such distribution shall be instead made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (A) the end of the calendar year in which such distribution would otherwise have been made and (B) a date that is immediately prior to the expiration of two and one-half months following the date such distribution would otherwise have been made hereunder.

  • Grace Periods The related Mortgage or Mortgage Note provides a grace period for Monthly Payments no longer than ten (10) days from the applicable Due Date.

  • Suspension Periods The Company may, after receiving the written consent of both Univar NV, CD&R Investor and Temasek Investor, (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an S-3 Shelf Registration or (ii) prior to the pricing of any Underwritten Offering or other offering of Registrable Shares pursuant to a Demand Registration or an S-3 Shelf Registration, delay such underwritten or other offering (and, if it so chooses, withdraw any registration statement that has been filed), but in each case described in clauses (i) and (ii) only if the Company determines (x) that proceeding with such an offering would require the Company to disclose material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel), would not otherwise be required to be disclosed at that time but for the filing, effectiveness or continued use of such Registration Statement and that the disclosure of such information at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially and adversely affect the Company or the Group or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including, if material, any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other transaction. Any period during which the Company has delayed a filing, an effective date or an offering pursuant to this Section 5.05 is herein called a “Suspension Period”. If pursuant to this Section 5.05 the Company delays or withdraws a Demand Registration or S-3 Shelf Registration requested by a Stockholder, such Stockholder shall be entitled to withdraw such request and, if it does so, such request shall not count against the limitation on the number of such registrations set forth in Section 5.02 or Section 5.04. The Company shall provide prompt written notice to the Stockholders of the commencement and termination of any Suspension Period (and any withdrawal of a Registration Statement pursuant to this Section 5.03). The Stockholders shall keep the existence of each Suspension Period confidential. In no event (i) may the Company deliver notice of a Suspension Period to the Stockholders more than two times in any calendar year (or more than once in a six month period) and (ii) shall a Suspension Period or Suspension Periods be in effect for an aggregate of 90 days or more in any calendar year or any single period of time in excess of 60 days.

  • Fiscal Periods Change its fiscal year-end and fiscal quarter-ends to dates other than December 31 and the last day of each March, June, September and December, respectively.

  • Periods All calculations shall be based on calendar month periods (each, a “Calendar Month”), the first of which shall be the calendar month in which Time 0 occurs.

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