Conduit definition
Examples of Conduit in a sentence
Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above.
Neither Conduit nor any of its subsidiaries is, and immediately after issuance of the Shares hereunder, neither Conduit nor any of its subsidiaries will be, an “investment company” or an entity “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.
The issuance of the Shares by Conduit, and the acquisition of the Shares by AstraZeneca will not be prohibited by any applicable Law or governmental order or regulation.
The Shares are duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and will be issued free and clear of any liens or other restrictions (other than (i) those under applicable state and federal securities laws and (ii) as set forth in Section 4.2) and will not be subject to preemptive rights or other similar rights of stockholders of Conduit.
The Parties have agreed that Conduit may within three Business Days following the effective date of this Agreement issue a press release regarding this Agreement and its subject matter, which press release shall be in accordance with Schedule 7.4 of the License Agreement (the “Agreed Press Release”).