First Sale Notice definition

First Sale Notice has the meaning set forth in Section 2.3.
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First Sale Notice has the meaning set forth in Section 2.3 of this Royalty Right Agreement.
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First Sale Notice as defined in Section 2.7.2. “HSR Act” as defined in Section 6.6. “Inbound Technology” as defined in Section 3.9.5. “Inbound Technology Agreements” as defined in Section 3.9.5. “Indemnitee” as defined in Section 9.4. “Indemnitor” as defined in Section 9.4. “Inventory” as defined in Section 2.1.7. “Minimum Claim Amount” as defined in Section 9.2. “Negotiation Period” as defined in Section 6.14. “Offset Amount” as defined in Section 2.7.1. “Offset Dispute” as defined in Section 2.7.1. “Organizational Documents” as defined in Section 3.1. “Outbound Technology Agreements” as defined in Section 3.9.6. “Payment Due Date” as defined in Section 2.7.1. “Post-Closing Consideration” as defined in Section 2.7.1. “Prepaid Expenses” as defined in Section 2.1.8. “Purchased Assets” as defined in Section 2.1. “Purchase Price Allocation Schedule” as defined in Section 2.6. “Permits” as defined in Section 2.1.5. “Restrictive Covenants” as defined in Section 6.10.2. “Retained Claims” as defined in Section 2.4.4. “Second Milestone Date” as defined in Section 2.7.2. “Second Option Period” as defined in Section 2.7.2. “Second Sale Notice” as defined in Section 2.7.2. “Seller” as defined in the preamble to this Agreement. “Seller Fundamental Representations” as defined in Section 9.1. “Seller Indemnified Parties” as defined in Section 9.3. “Seller Inventory Trademarks” as defined in Section 6.13. “Soothe® Terms” as defined in Section 6.14. “Third Party Negotiation Period” as defined in Section 6.14. “Third Party Sale” as defined in Section 6.14. “Trademarks” as defined in Section 3.10.2. “Transfer Taxes” as defined in Section 6.5.
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Examples of First Sale Notice in a sentence

  • Upon the Purchaser’s prior written request, the Seller shall meet at reasonable times during normal business hours with the Purchaser up to two times per calendar year to discuss the content of any Report or First Sale Notice (or reasons for the lack of any Report or First Sale Notice).

  • Notwithstanding the foregoing, the Seller shall not be obligated to meet to discuss any Report or First Sale Notice (or reasons for the lack of any Report or First Sale Notice), or provide or make available any information or documentation, pursuant to this Section 2.4 unless the Confidentiality Agreement is effective and has a remaining term of not less than six (6) months at the time such information or documentation is to be discussed, provided or made available.

  • The First Sale Notice may require the consummation of any sale of the Offered Securities to occur no earlier than 90 days and no later than 180 days after the receipt of the First Sale Notice, subject only to any delays necessary to obtain any applicable Governmental Approval, provided that commercially reasonable efforts are used to secure such Governmental Approval.

  • Upon receipt of the First Sale Notice, Fiat will have an irrevocable non-transferable first option to purchase all or a portion of the Offered Securities at the First Offer Price and otherwise on the terms and conditions described in the First Sale Notice (the “Fiat First Option”).

  • Upon the Purchaser’s prior written request, the Seller shall meet at reasonable times during normal business hours with the Purchaser up to two times per calendar year to discuss the content of any Report {FOR USE ONLY IN SECOND CLOSING DATE AGREEMENT:or First Sale Notice} (or reasons for the lack of any Report {FOR USE ONLY IN SECOND CLOSING DATE AGREEMENT:or First Sale Notice}).

  • Upon the Holder’s prior written request, the Issuer shall meet at reasonable times during normal business hours with the Holder up to two times per calendar year to discuss the content of any Report or First Sale Notice (or reasons for the lack of any Report or First Sale Notice).

  • If Buyer provides the First Sale Notice or the Second Sale Notice and Seller does not consummate the purchase of the right to develop, commercialize and market Alaway™ Plus during the First Option Period or the Second Option Period, as applicable, then Buyer shall have no further obligations to Seller under this Section 2.7.2; provided, however, that Buyer shall still be obligated to pay the Post-Closing Consideration to the extent it is required to do so pursuant to and in accordance with Section 2.7.1.

  • If the Selling Member timely and validly elects to purchase the Control Interest, then the closing of the purchase and sale shall be held at the principal office of the Company in Nevada concurrently with the close of the Selling Member's Interest in the Company to the Third Party identified in the First Sale Notice.

  • From and after the date of the acquisition of the Control Premium, (i) the Third Party identified in the First Sale Notice shall have the right, but not the obligation, to appoint one (1) additional voting representative to the Board and (ii) the Non-Selling Member shall have no right to appoint any representatives to the Board, and the voting rights of the Non-Selling Member under the Agreement shall be limited solely to those expressly mandated by the Delaware Act.

  • The First Sale Notice shall specify the identity of the Third Party, the purchase price made in the offer by such Third Party and the other terms of purchase.


More Definitions of First Sale Notice

First Sale Notice has the meaning set forth in Section 2.3 of this Royalty Right Agreement. If the foregoing is in accordance with your understanding of this Royalty Right Agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement among us and you in accordance with its terms. Very truly yours, QUOTIENT LIMITED By: Name: Title: HOLDER: {Insert Holder’s name on line above} By: Name: Title: Address: Email: Holder Account Information: Bank: ABA #: Account #: Name/Attention: Percentage Received: % Existing Royalty Right Agreement: Date(s):
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