Restructuring Milestones Sample Clauses

Restructuring Milestones. Borrower shall have failed to meet or achieve any of the following milestones on or before the specified dates: · On or before August 1, 2011, Borrower shall have closed on, and all funding for the New Equity in accordance with the terms of Section 10 of this Agreement (except as the same are expressly modified by this Amendment) shall have occurred or shall be scheduled to be closed on and occur within a reasonable time thereafter in accordance with the terms and conditions of the LOI; and Borrower shall have executed and delivered all amendments to the Loan Documents as contemplated by Section 10 of this Agreement, which amendments shall also include such terms, conditions and covenants as Lender may reasonably request, including without limitation, provisions requiring that all officers, directors, managers, and other key employees comprising the management of the Borrower be reasonably acceptable to the Lender, any such provisions however subject to the management and other applicable provisions of Borrower’s Member Control Agreement and providing for such other limitations on changes thereto or resulting from changes in control of the Borrower; and · On or before August 1, 2011, Borrower shall have completed, or shall have caused its subsidiaries and Affiliates to complete, all project milestones necessary to begin construction of a natural gas pipeline connecting Borrower’s ethanol production facility to the natural gas pipeline facilities of Northern Border Pipeline Company in Cottonwood County, Minnesota, which milestones have been previously delivered to the Lender.
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Restructuring Milestones. The Parties agree to use commercially reasonable efforts to implement the Restructuring pursuant to the following milestones (collectively, the “Milestones”).
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Restructuring Milestones. (a) On or before December 9, 2011, each of the Loan Parties shall have entered into (i) a restructuring support agreement (the “Support Agreement”), in form and substance acceptable to the Lenders, with (a) holders of at least two-thirds of the principal amount of the Senior Notes and (b) holders representing at least (1) a majority of the holders of the First Lien Loans and (2) at least two-thirds of the principal amount of the First Lien Loans, and (ii) an equity backstop commitment agreement (the “Backstop Agreement”), in form and substance acceptable to the Lenders, with certain members of the ad hoc committee of holders of Senior Notes.
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Restructuring Milestones. The Credit Parties agree to deliver each of the following items, inclusive of any teasers, decks or other marketing materials, and XXXx sent or received by any Credit Party (the “Deliverables”), together with such other evidence as may be reasonably requested by the Agent to evidence compliance with the below requirements, on or before the deadlines set forth below (the “Applicable Deadlines”). Deliverable Applicable Deadline Reach out to select group of known potential buyers (no brokers) for interest in purchasing CRA March 25, 2024 Provide Executive summary to interested parties April 15, 2024 Determine interest level and request LOI if interested May 15, 2024 Sale of the CRA business August 31, 2024 Consummation of the Qualified Subsequent Financing February 28, 2025 If a Deliverable is received by the Agent on or before the Applicable Deadline and is both acceptable to Agent (in form and substance) and consistent with the occurrence of a Restructuring Event, the Credit Parties shall have achieved a “Restructuring Milestone.” If a Deliverable is not timely received, is unacceptable to Agent or is not consistent with the occurrence of a Restructuring Event, the related “Restructuring Milestone” shall not have been achieved.
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Restructuring Milestones. EVENT DEADLINE Due Diligence: Complete responses to all reasonable due diligence requests have been received, provided that the Indenture Trustee’s and the Noteholders’ requests are given with a reasonable amount of time to respond. April 21, 2008
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Restructuring Milestones. Borrower shall have failed to meet or achieve any of the following milestones on or before the specified dates: · On or before April 22, 2011, the Borrower shall have submitted an updated plan addressing all Lender concerns and performance improvement, and a plan to include updated financial models for various capitalization options of the Borrower; · On or before May 20, 2011, the Borrower shall have delivered an executed Letter of Intent (LOI), acceptable to the Lender, in its sole discretion, and which addresses the completion of the conversion of the plant to natural gas power and such other matters as Lender may reasonably request; · On or before June 14, 2011, Borrower shall have filed its completed 10-Q with the Securities and Exchange Commission; · On or before July 1, 2011, Borrower shall have closed on, and all funding for the New Equity in accordance with the terms of Section 10 of this Agreement (except as the same are expressly modified by this Amendment) shall have occurred or shall be scheduled to be closed on and occur within a reasonable time thereafter in accordance with the terms and conditions of the LOI; and Borrower shall have executed and delivered all amendments to the Loan Documents as contemplated by Section 10 of this Agreement, which amendments shall also include such terms, conditions and covenants as Lender may reasonably request, including without limitation, provisions requiring that all officers, directors, managers, and other key employees comprising the management of the Borrower be reasonably acceptable to the Lender, any such provisions however subject to the management and other applicable provisions of Borrower’s Member Control Agreement and providing for such other limitations on changes thereto or resulting from changes in control of the Borrower; and · On or before July 1, 2011, Borrower shall have completed, or shall have caused its subsidiaries and Affiliates to complete, all project milestones necessary to begin construction of a natural gas pipeline connecting Borrower’s ethanol production facility to the natural gas pipeline facilities of Northern Border Pipeline Company in Cottonwood County, Minnesota, which milestones have been previously delivered to the Lender.
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Restructuring Milestones. (i) This Agreement shall be executed no later than December 10, 2020 (the “TSA Effective Date”);
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Related to Restructuring Milestones

  • Sales Milestones As to each of the sales milestone events set forth below, GSK shall pay EPIZYME the non-refundable, non-creditable sales milestone payments indicated below upon the first achievement by GSK, its Affiliates or Sublicensees of the success milestone events set forth below with respect to each Selected Target, on a Selected Target-by-Selected Target basis. Sales Milestone Event (For Licensed Products directed to a Selected Target) Milestone Payment (in $ [**]) First Calendar Year in which aggregate world-wide Net Sales of Licensed Product(s) directed to such Selected Target are greater than or equal to $[**] [** ] First Calendar Year in which aggregate world-wide Net Sales of Licensed Product(s) directed to such Selected Target are greater than or equal to $[**] [** ] First Calendar Year in which aggregate world-wide Net Sales of Licensed Product(s) directed to such Selected Target are greater than or equal to $[**] [** ] Upon achievement by or on behalf of GSK, its Affiliates or Sublicensees of a sales milestone event set forth in this Section 6.7, GSK shall promptly (but in no event later than the date on which the royalty report for the Calendar Quarter in which such achievement occurs is due pursuant to Section 6.10.1) notify EPIZYME of such achievement, and GSK shall pay EPIZYME the corresponding sales milestone payment within [**] days after receipt of an invoice for the milestone payment from EPIZYME. Such invoice shall be sent to GSK’s Alliance Manager and [**] with a copy to [**] (or such other email address(es) as may be notified to EPIZYME by GSK). For the avoidance of doubt, more than one of the foregoing sales milestone payments may be earned and become payable with respect to Licensed Products directed to any given Selected Target in the same Calendar Year based on aggregate world-wide Net Sales of Licensed Product(s) directed to such Selected Target during such Calendar Year.

  • Regulatory Milestones Celgene shall make the following approval milestone payments to Jounce that are set forth below upon the first achievement by or on behalf of Celgene, its Affiliates or Sublicensees of the regulatory milestone events (“Regulatory Milestone Events”) set forth below with respect to the first Co-Co Product that achieves such event. For clarity, each milestone set forth below shall be due and payable one time only (regardless of the number of Co-Co Products to achieve any such Regulatory Milestone Event). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Regulatory Milestone Event (For the first Co-Co Product that achieves such event) Milestone Payments (in $ millions) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For each of Paragraphs (1) - (3) of this Exhibit C-1, the Parties understand and agree that in no event will more than one (1) milestone payment be paid with respect to any specific event triggering a payment under this Jounce Lead Co-Co Agreement.

  • Development Milestones Subject to the terms and conditions of this Agreement, no later than [**] following the first occurrence of each event described below (each, a “Development Milestone”), on Product-by-Product basis Moderna shall pay Carisma the non-refundable and non-creditable amounts set forth below for each Product to achieve such event (each, a “Development Milestone Payment”): ​ Development MilestoneDevelopment Milestone Payment (in US$ millions) [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] ​ Moderna shall provide written notice to Carisma of the achievement of each Development Milestone within [**] after such achievement. If a Development Milestone for a Product is achieved without the preceding Development Milestone(s) having been achieved for such Product, then the Development Milestone Payment for such preceding Development Milestone(s) shall be paid by Moderna to Carisma together with ​ ​ the Development Milestone Payment for the Development Milestone that was achieved. For example, if the [**] Development Milestone [**] in the table above is achieved for a Product but the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development Milestone. Each of the Development Milestone Payments set forth above shall be payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product.

  • Commercial Milestones In partial consideration of the rights granted by AstraZeneca to Licensee hereunder, Licensee shall pay to AstraZeneca the following payments, which shall be non-refundable, non-creditable and fully earned upon the first achievement of the applicable milestone event:

  • Milestones Licensee agrees to use commercially reasonable efforts to meet the milestones as detailed in Schedule 3. In the event that Licensee does not use commercially reasonable efforts to meet any of the milestones, University may at its discretion elect to terminate the licence granted under Clause 2.1 with respect to the relevant Milestones of this Agreement pursuant to Paragraph 7 of Standard Terms and Conditions. No indulgence given by University on any particular occasion shall be deemed or construed as a waiver of its right to terminate this Agreement on future occasions.

  • Sales Milestone Payments Licensee shall notify MTI of any Calendar Year in which annual Net Sales of a Licensed Product in such Calendar Year in all countries in the Territory reach the following thresholds for the first time within [***] days after the end of such Calendar Year, and shall make the following sales milestone payments to MTI within [***] days after receiving an invoice from MTI therefor: Annual Net Sales Threshold Sales Milestone Payment [***] [***] [***] [***] [***] [***] Each sales milestone payment is separate and may only be earned once for each Licensed Product, irrespective of the number of times such thresholds are achieved for such Licensed Product, but if more than one Net Sales threshold is reached in the same Calendar Year, all corresponding sales milestone payments shall be payable during such Calendar Year. For example, if annual Net Sales of a Licensed Product first reach [***] dollars [***] in Calendar Year 1, [***] dollars [***] shall be payable to MTI for such Calendar Year 1, however, if annual Net Sales of a Licensed Product first reach [***] dollars ($500,000,000) in Calendar Year 2 [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (without first reaching [***] dollars [***] in Calendar Year 1), then both the [***] dollars [***] and the [***] dollars [***] sales milestone payments would be payable to MTI for such Calendar Year 2. Net Sales of the Co-Exploited Product in the United States, which are subject to profit and loss sharing pursuant to the Co-Exploitation Terms, shall be excluded from the annual Net Sales of such Co-Exploited Product for purposes of this Section 7.10.

  • Development Milestone Payments In partial consideration for the rights and licenses granted to Coya hereunder, within ten days after the first achievement of each milestone event in a given Indication set forth in this Section 5.2 (Development Milestone Payments) with respect to a Product (each, a “Development Milestone Event”) by or on behalf of Coya or any of its Affiliates or Sublicensees, Coya shall provide ARScience Bio written notice to ARScience Bio identifying the Development Milestone Event achieved. Upon receipt of any such notice of first achievement of a Development Milestone Event by Coya or its Affiliates or Sublicensees, ARScience Bio will promptly invoice Coya for the applicable Development Milestone Event and Coya will make a milestone payment to ARScience Bio in the amount set forth in this Section 5.2 (Development Milestone Payments) corresponding to such Development Milestone Event (each, a “Development Milestone Payment”) within 45 days of receipt of such invoice. On an Indication-by-Indication basis, each Development Milestone Payment shall be payable only upon the first achievement of the corresponding Development Milestone Event by a Product, in any given Indication for which the Development Milestone Events have not been previously achieved (each such Indication, a “New Indication”). No amounts shall be due for subsequent or repeated achievements of such Development Milestone Event with respect to the same or different Mono Product or Combination Product, as applicable, in such Indication. Accordingly and for clarity, the Development Milestone Payment shall be paid only once, when first achieved by Coya, an Affiliate or a Sublicensee, but no payment shall be due if the same milestone is subsequently achieved by one of Coya, an Affiliate or a Sublicensee. For clarity, the amounts owed in Column (a) below shall be due for the first Combination Product to achieve the Development Milestone Events in a New Indication and the amounts owned in Column (c) below shall be due for the first Mono Product to achieve the Development Milestone Events in a New Indication. Any Combination Product or Mono Product to achieve the Development Milestone Events in a New Indication after the first achievement of the Development Milestone Events as described in the foregoing sentence will cause the amounts in Column (b) with respect to a Combination Product and Column (d) with respect to a Mono Product to be due and payable by Coya upon each such occurrence. If the first Product to achieve a Development Milestone Event in any Indication is a Combination Product, the amounts in Column (a) below shall be due and payable by Coya. If the next Product to achieve a Development Milestone Event in a New Indication is a Mono Product, the amounts in Column (c) below would be due and payable by Coya; provided, that if such next Product to achieve a Development Milestone Event in a New Indication is a Combination Product, the amounts in Column (b) would be due and payable by Coya. By way of example, if a Combination Product achieves IND Acceptance in ALS, and is the first Product to achieve a Development Milestone Event under this Agreement, [***] will be due and payable by Coya. If subsequently a Mono Product achieves IND Acceptance in ALS, no Development Milestone Payments will be due and payable by Coya under this Agreement. However, if subsequently any Combination Product achieves IND Acceptance in Alzheimer’s disease, [***] would be due and payable by Coya.

  • Commercial Milestone Payments Green Cross shall pay to MacroGenics the Net Sales milestone payments set forth below, which shall be due and payable within *** after the end of the first Calendar Year during which such milestone is triggered.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Milestone Event Milestone Payment [***] [***]

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