XXXXX Parties Put Options Sample Clauses

Related to XXXXX Parties Put Options

Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.
Development Milestone Payments (i) In addition to the Closing Date Merger Consideration (less the Remaining Option Consideration and Rights Proceeds Amount, if any) and any Net TNF Sales Payments (as defined below), upon the attainment of the development ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. milestones set forth below (each, a “Development Milestone”), Parent shall, or shall cause the Surviving Corporation to, [**] after the occurrence of each Development Milestone, deliver to the Paying Agent (for further payment to the holders of Stock Certificates and Stock Agreements outstanding immediately prior to the Effective Time), via wire transfer of immediately available funds, the respective amounts set forth below minus, in each case, the applicable Contingent Consideration Distribution Fee associated therewith and any amount designated by the Stockholders’ Representatives to be placed in the Administrative Expense Account (each, a “Development Milestone Payment” and collectively, the “Development Milestone Payments”): (A) Upon FDA approval of Reslizumab for the treatment of eosinophilic esophagitis, a cash payment of [**]; (B) Upon marketing authorization of Reslizumab for the treatment of eosinophilic esophagitis being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; (C) If Res 5-0010 Asthma Study Completion has not occurred on or prior to the Closing Date, then upon the occurrence of the Res 5-0010 Asthma Study Completion, a cash payment of $50,000,000 (fifty million dollars) (the “Res 5-0010 Asthma Payment”); (D) Upon FDA approval of Reslizumab for any asthma indication, a cash payment of [**]; (E) Upon marketing authorization of Reslizumab for the treatment of any asthma indication being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; and (F) Upon FDA approval of an Oral Anti-TNF Product, a cash payment of [**].
Development Milestones In addition to its obligations under Paragraph 7.1, LICENSEE specifically commits to achieving (either itself or through the acts of a SUBLICENSEE) the following development milestones in its diligence activities under this AGREEMENT: (a) (b).
Milestone Schedule Please state the status and progress of each Milestone and identify any completed Milestone(s) for the previous calendar quarter.
License Restrictions Licensor reserves all rights not expressly granted to You. The Software is licensed for Your internal use only. Except as this Agreement expressly allows, You may not (1) copy (except for back-up purposes), modify, alter, create derivative works, reverse engineer, decompile, or disassemble the Software except and only to the extent expressly permitted by applicable law; (2) transfer, assign, pledge, rent, timeshare, host or lease the Software, or sublicense any of Your license grants or rights under this Agreement; in whole or in part, without prior written permission of Licensor; (3) remove any patent, trademark, copyright, trade secret or other proprietary notices or labels on the Software or its documentation; or (4) disclose the results of any performance, functional or other evaluation or benchmarking of the Software to any third party without the prior written permission of Licensor. Hosting Restrictions. In the event that You desire to have a third party manage, host (either remotely or virtually) or use the Software on Your behalf, You shall (1) first enter into a valid and binding agreement with such third party that contains terms and conditions to protect Licensor’s rights in the Software that are no less prohibitive and/or restrictive than those contained in this Agreement, including, without limitation, the Verification section below; (2) prohibit use by such third party except for the sole benefit of You; and (3) be solely responsible to Licensor for any and all breaches of the above terms and conditions by such third party.
Goals and Objectives of the Agreement Agreement Goals The goals of this Agreement are to: ● Reduce wildfire risk related to the tree mortality crisis; ● Provide a financial model for funding and scaling proactive forestry management and wildfire remediation; ● Produce renewable bioenergy to spur uptake of tariffs in support of Senate Bill 1122 Bio Market Agreement Tariff (BioMat) for renewable bioenergy projects, and to meet California’s other statutory energy goals; ● Create clean energy jobs throughout the state; ● Reduce energy costs by generating cheap net-metered energy; ● Accelerate the deployment of distributed biomass gasification in California; and ● Mitigate climate change through the avoidance of conventional energy generation and the sequestration of fixed carbon from biomass waste. Ratepayer Benefits:2 This Agreement will result in the ratepayer benefits of greater electricity reliability, lower costs, and increased safety by creating a strong market demand for forestry biomass waste and generating cheap energy. This demand will increase safety by creating an economic driver to support forest thinning, thus reducing the risk of catastrophic wildfire and the associated damage to investor-owned utility (IOU) infrastructure, such as transmission lines and remote substations. Preventing this damage to or destruction of ratepayer-supported infrastructure lowers costs for ratepayers. Additionally, the ability of IOUs to use a higher- capacity Powertainer provides a much larger offset against the yearly billion-dollar vegetation management costs borne by IOUs (and hence by ratepayers). The PT+’s significant increase in waste processing capacity also significantly speeds up and improves the economics of wildfire risk reduction, magnifying the benefits listed above. The PT+ will directly increase PG&E’s grid reliability by reducing peak loading by up to 250 kilowatt (kW), and has the potential to increase grid reliability significantly when deployed at scale. The technology will provide on-demand, non- weather dependent, renewable energy. The uniquely flexible nature of this energy will offer grid managers new tools to enhance grid stability and reliability. The technology can be used to provide local capacity in hard-to-serve areas, while reducing peak demand. Technological Advancement and Breakthroughs:3 This Agreement will lead to technological advancement and breakthroughs to overcome barriers to the achievement of California’s statutory energy goals by substantially reducing the LCOE of distributed gasification, helping drive uptake of the undersubscribed BioMAT program and increasing the potential for mass commercial deployment of distributed biomass gasification technology, particularly through net energy metering. This breakthrough will help California achieve its goal of developing bioenergy markets (Bioenergy Action Plan 2012) and fulfil its ambitious renewable portfolio standard (SB X1-2, 2011-2012; SB350, 2015). The PT+ will also help overcome barriers to achieving California’s greenhouse gas (GHG) emissions reduction (AB 32, 2006) and air quality improvement goals. It reduces greenhouse gas and criteria pollutants over three primary pathways: 1) The PT+’s increased capacity and Combined Heat and Power (CHP) module expand the displacement of emissions from conventional generation; 2) the biochar offtake enables the sequestration of hundreds of tons carbon that would otherwise have been released into the atmosphere; and 3) its increased processing capacity avoids GHG and criteria emissions by reducing the risk of GHG emissions from wildfire and other forms of disposal, such as open pile burning or decomposition. The carbon sequestration potential of the biochar offtake is particularly groundbreaking because very few technologies exist that can essentially sequester atmospheric carbon, which is what the PT+ enables when paired with the natural forest ecosystem––an innovative and groundbreaking bio-energy technology, with carbon capture and storage. Additionally, as noted in the Governor’s Clean Energy Jobs Plan (2011), clean energy jobs are a critical component of 2 California Public Resources Code, Section 25711.5(a) requires projects funded by the Electric Program Investment Charge (EPIC) to result in ratepayer benefits. The California Public Utilities Commission, which established the EPIC in 2011, defines ratepayer benefits as greater reliability, lower costs, and increased safety (See CPUC “Phase 2” Decision 00-00-000 at page 19, May 24, 2012, xxxx://xxxx.xxxx.xx.xxx/PublishedDocs/WORD_PDF/FINAL_DECISION/167664.PDF). 3 California Public Resources Code, Section 25711.5(a) also requires EPIC-funded projects to lead to technological advancement and breakthroughs to overcome barriers that prevent the achievement of the state’s statutory and energy goals. California’s energy goals. When deployed at scale, the PT+ will result in the creation of thousands of jobs across multiple sectors, including manufacturing, feedstock supply chain (harvesting, processing, and transportation), equipment operation, construction, and project development. ● Annual electricity and thermal savings; ● Expansion of forestry waste markets; ● Expansion/development of an agricultural biochar market; ● Peak load reduction; ● Flexible generation; ● Energy cost reductions; ● Reduced wildfire risk; ● Local air quality benefits; ● Water use reductions (through energy savings); and ● Watershed benefits.
Access Options You may withdraw or transfer funds from your account(s) in any manner we permit (e.g., at an automated teller machine, in person, by mail, Internet access, automatic transfer, or telephone, as applicable). We may return as unpaid any check or draft drawn on a form we do not provide, and you are responsible for any loss we incur handling such a check or draft. We have the right to review and approve any form of power of attorney and may restrict account withdrawals or transfers. We may refuse to honor a power of attorney if our refusal is conducted in accordance with applicable state law.
Agreements to Sell and Purchase and Lock-Up Agreements On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from the Company at a price per Share of $______ (the "PURCHASE PRICE") the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell the Additional Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to _______ Additional Shares from the Company at the Purchase Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof, which date shall be a business day (i) no earlier than two business days after such notice has been given (and, in any event, no earlier than the Closing Date (as hereinafter defined)) and (ii) no later than ten business days after such notice has been given. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. The Company hereby agrees not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any
Additional Options The NYS Contract Price for Additional Options offered under the Contract in accordance with Section III.2.7 Additional Options, shall be the Additional Options NYS Discount listed on the Contract Pricelist, or higher, applied to the MSRP on the current OEM Data Book or Contractor-Published Pricelist, as applicable. See Section III.1.2
Third Party Standstill Agreements During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.