Binding Portion definition

Binding Portion has the meaning set forth in Section 2.2.
Sample 1Sample 2
Binding Portion shall have the meaning set out in Section 11.3.5.
Sample 1Sample 2
Binding Portion is defined in Section 3.1(a) (Binding Portion).
Sample 1

Examples of Binding Portion in a sentence

  • The amounts set forth in the Binding Portion of each such Forecast will be binding, and accordingly CLIENT and its Affiliates and designees shall collectively issue Binding Purchase Orders for the quantities of Product set forth in the Binding Portion of each Forecast, subject to CLIENT’s right to cancel or delay Product as described in Section 4.6 below.

  • As used herein, the “Binding Portion” means the first twelve (12) months of each Forecast, unless and until the Binding portion is extended as set forth in Section 4.3.2; provided, however, that if CLIENT provides a Binding Supply Notice as described in Section 4.2.3, then the Binding Portion shall be the first eighteen (18) months of each forecast.

  • In the event that CLIENT succeeds in obtaining such amendment, the Parties agree to amend the forecasting provisions of this Agreement to provide for a longer Binding Portion of CLIENT’s Forecasts under this Agreement (up to 18 months) to reflect such increased forecasts to be received by CLIENT from its licensee, taking into account a reasonable time period for CLIENT to receive, process and collate forecasts from its licensee and include them in CLIENT’s Forecasts to LONZA.

  • In such event, the quantities of API Inventory used to satisfy the Binding Portion of a forecast or purchase order requirement shall be offset against the requirements to purchase the comparable quantities of API subject to any such Binding Portion of a forecast or purchase order requirement.

  • Off-Premises Seasonal Licenses are issued based on that estimate at the rate of one license for each 5,000 population (or fraction thereof) and can be issued effective from April 1 to November 30 and also until January 15, or any portion thereof, as set by the LLA.

  • If the Manufacturing Payment would be reduced to zero, Xxxxxx shall have the right to appoint a second source supplier of Bulk Drug Product, provided, however, that in such event, Xxxxxx shall continue to remain liable for any outstanding Binding Portion of a Forecast or Purchase Order.

  • No student in the MDiv or MAR program who lacks the equivalent of the courses in the original languages of Scripture will be granted a degree.

  • Indevus may use any API produced by Helsinn and delivered prior to the date of this Agreement, including validation batches of API (“API Inventory”), as launch stocks and/or to satisfy Indevus’s requirements to order any API quantities subject to any Binding Portion of a forecast or purchase order requirements provided under this Agreement including the Minimum Purchase Requirements, subject to compliance with applicable laws and other provisions of this Agreement.

  • Lubrizol hereby agrees to give timely notice to Braeburn of any event that would reasonably be expected to adversely affect Lubrizol’s capacity or ability to deliver the Product in accordance with the Binding Portion of the [***] or this Agreement.

  • Indevus will use commercially reasonable efforts to supply Xxxxxx on or prior to the designated delivery date the quantities of Bulk Drug Product designated in such Purchase Order, provided, however, that Indevus shall not be obligated to satisfy the aggregate portion of any Purchase Order that would exceed the aggregate Binding Portion for such Calendar Quarter if its Third Party manufacturers have no obligation to Indevus to satisfy any such excess portion.


More Definitions of Binding Portion

Binding Portion has the meaning set forth in Section 4.1.
Sample 1
Binding Portion has the meaning set forth in Sections 2(b)(i), 2(b)(ii) and 2(c)(i).
Sample 1

Related to Binding Portion

  • Existing portion means that land surface area of an existing waste management unit, included in the original Part A permit application, on which wastes have been placed prior to the issuance of a permit.

  • Pro Rata Portion means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.

  • Significant Portion means, for purposes of the casualty provisions set forth in Article XI hereof, damage by fire or other casualty to the Real Property and the Improvements or a portion thereof, the cost of which to repair would exceed ten percent (10%) of the Purchase Price.

  • Fund Share means the share, unit, or other evidence of ownership in a Permissible Investment.

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Tag-Along Portion means, with respect to you and your Permitted Transferees, the number of shares of Common Stock beneficially owned by you and your Permitted Transferees on the date of the Tag-Along Notice multiplied by a fraction, the numerator of which is the maximum number of shares of Common Stock which can be sold in the Tag-Along Sale and the denominator of which is the aggregate number of shares of Common Stock beneficially owned by the Participants, collectively.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Prospective Purchaser has the meaning set forth in Section 2.3(b)(i) hereof.

  • Active portion means that portion of a facility where treatment, storage, or disposal operations are being or have been conducted after May 19, 1980, and which is not a closed portion. (See also “closed portion” and “inactive portion.”)

  • Permitted Transferees means a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.

  • Minimum Subsequent Subscription means, in relation to the Euro RDR ‘Retail’ Hedged

  • Inactive portion means that portion of a facility which is not operated after November 19, 1980. See also "active portion" and "closed portion".

  • Common Stock Agreement means an agreement executed by a Common Stockholder and the Company as contemplated by Section 5, below, which imposes on the shares of Common Stock held by the Common Stockholder such restrictions as the Board or Committee deem appropriate.

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Allocable Portion for purposes of this Plan, means (1) if there is one Distributor, all Earned Distribution and Earned Servicing Fees; or (2) if there are two or more Distributors, the portion of the Earned Distribution Fee and Earned Servicing Fee allocated to a Distributor in accordance with any allocation procedures to which each Distributor shall agree and which accurately allocates the Earned Distribution and Earned Servicing Fees among all Distributors in proportion to the outstanding New Class X Shares attributable to their respective efforts.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Applicable Portion means, with respect to any holder of shares of Preferred Stock, a number of shares of Preferred Stock calculated by multiplying the aggregate number of shares of Preferred Stock held by such holder immediately prior to a Qualified Financing by a fraction, the numerator of which is equal to the amount, if positive, by which such holder’s Pro Rata Amount exceeds the number of Offered Securities actually purchased by such holder in such Qualified Financing, and the denominator of which is equal to such holder’s Pro Rata Amount.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Transferee Company means any company or body corporate established in the Islands or in any other jurisdiction.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of all outstanding classes or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its “affiliate” or “associate” (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.