COC Notice definition

COC Notice is defined in Section 4.6(a)(iv).

COC Notice has the meaning set forth in Section 12.1(d).

COC Notice has the meaning set forth in Section 3.1.

Examples of COC Notice in a sentence

• In connection with a COC Exchange, such Exchange shall be settled (including, if PubCo elects by delivery of a COC Notice, directly by PubCo) (x) with the Stock Exchange Payment with respect to the Common Units subject to the COC Exchange or (y) in cash or property, so long as in each case each such Member receives the identical consideration, on a per Unit basis, that the holder of a share of Class A Common Stock would receive in connection with such Continuing Member COC.

• The Series C COC Notice shall be in such form as determined by the Partnership and must be received by the Series C Holders no earlier than the public announcement of such potential Change of Control and no later than five (5) Business Days prior to the anticipated closing or effective date of such Change of Control.

• If either such party fails to deliver such notice to the other party of its selection of an investment banking firm within 30 days after delivery of a C-O-C Notice, the determination shall be rendered by the single investment banking firm so selected (whose fees, in such case, shall be borne equally by S-P and M).

• In connection with a COC Exchange, such Exchange shall be settled (including, if Helix elects by delivery of a COC Notice, directly by Helix) (x) with the Stock Exchange Payment with respect to the Common Shares subject to the COC Exchange or (y) in cash, so long as in each case each such Exchanging Holder receives the identical consideration, on a per Common Share basis, that the holder of a Class A Ordinary Share would receive in connection with such Helix COC.

• Within 45 days after the date of a Change of Control of S-P or Change of Control of M, the party which did not experience the Change of Control (the "Call Party") may by written notice (the "C-O-C Notice") delivered to the other party (the "C-O-C Party") request that the fair market value of the C-O-C Party's Interests (the "Call Price") be determined in accordance with paragraph (i) of this Section 5.3(d).

More Definitions of COC Notice

COC Notice has the meaning given in Clause 7.2 (Change of control).

COC Notice is defined in Section 8.8(a).

COC Notice shall have the meaning given in Section 8.1.3.

COC Notice shall have the meaning set forth in Section 42(f).

COC Notice has the meaning set forth in Section 14.5.1. “COC Acquiror” has the meaning set forth in Section 14.5.1. “[***]” has the meaning set forth in Section 4.6.5. “Co-Invented Arising Patent” means any Arising Patent where one or more inventors listed on such Patent is an employee, consultant, or contractor of Pieris. Inventorship shall be determined in accordance with U.S. law. For the avoidance of doubt, BP shall exclusively own all rights, title and interests in and to Co-Invented Arising Patents. “Commercially Reasonable Efforts” means: (a) with respect to the efforts to be expended by a Party with respect to any objective, such reasonable, diligent, and good faith efforts as such Party would normally use to accomplish a similar objective under similar circumstances; and (b) with respect to any objective relating to Exploitation of a Product, such level of efforts, consistent with the exercise of prudent scientific and business judgment, required to carry out such obligation in a sustained manner consistent with the efforts BP or Pieris, as applicable, devotes at the same stage of development or commercialization, as applicable, for its pharmaceutical products in a similar area with similar profit potential, at a similar stage of their product life without regard to any payments owed under this Agreement or the payments owed in connection with its other pharmaceutical products but taking into account, without limitation, commercial, legal and regulatory factors, target product profiles, product labeling, past performance, the regulatory environment and competitive market conditions in the therapeutic area, safety and efficacy of such Product, and the strength of its proprietary position. It is understood that such product potential may change from time to time based upon changing scientific, business and marketing and return on investment considerations. For clarity, “Commercially Reasonable Efforts” will not mean that a Party guarantees that it will actually accomplish the applicable task or objective. In the case of BP, “Commercially Reasonable Efforts” includes the efforts that Boston Pharma would normally use to accomplish a similar objective under similar circumstances for any of its Affiliates with respect to any objective, including objectives related to exploitation of the Product. “Commercialization” or “Commercialize” means any and all activities directed to marketing, promoting, distributing, importing, exporting, using, offering to sell or sellin...

COC Notice has the meaning set forth in Section 16.8(a).

COC Notice shall have the definition ascribed to such term in Section 8.1(b) herein.