FOREIGN FILING ELECTION Sample Clauses

FOREIGN FILING ELECTION. If Sponsor elects a license under Sections 11.B.1 or 11.B.2, Sponsor shall notify MIT of those foreign countries in which it desires a license in sufficient time for MIT to satisfy the patent law requirements of those countries. Sponsor will reimburse MIT for the out-of-pocket costs, including patent filing, prosecution and maintenance fees, related to those foreign filings.
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FOREIGN FILING ELECTION. SPONSOR will notify UNIVERSITY of any foreign countries in which SPONSOR desires a license at least 60 days prior to the respective foreign filing due date.
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FOREIGN FILING ELECTION. If FARDA elects a license under 8.3.b(i), FARDA shall notify UNIVERSITY of those foreign countries in which it desires a license in sufficient time for UNIVERSITY to satisfy the patent law requirements of those countries. The UNIVERSITY shall provide FARDA with an invoice in the amount of a good faith estimate for the anticipated out-of-pocket costs, including patent filing, prosecution and maintenance fees, related to those foreign filings. FARDA shall pay the invoice amount as soon as possible to avoid the UNIVERSITY having to pay those costs prior to receiving FARDA’s payment. To the extent that the estimated amount is greater or smaller than the actual incurred costs, the parties shall settle the differential amount as soon as possible after the actual amount is known.
Sample 1
FOREIGN FILING ELECTION. Sponsor will notify Stanford of those other countries in which it desires a license in sufficient time for Stanford to satisfy the patent-law requirements of those countries. Sponsor will reimburse Stanford for out-of-pocket costs related to those foreign filings, including patent filing, prosecution, and maintenance fees.
Sample 1
FOREIGN FILING ELECTION. If the Sponsor elects a license under Article 6.3.2.1 or Article 6.3.2.2, the Sponsor shall notify UNL of those foreign countries in which it desires a license in sufficient time for UNL to satisfy the patent law requirements of those countries. The Sponsor will reimburse UNL for the out-of-pocket costs, including patent filing, prosecution and maintenance fees, related to those foreign filings.
Sample 1
FOREIGN FILING ELECTION. If the Sponsor elects the license option under Section 9.2.2 above, the Sponsor shall notify University of those foreign countries in which it desires a license in sufficient time for University to satisfy the patent law requirements of those countries. The Sponsor will reimburse University for the costs of patent prosecution and maintenance in those foreign countries.
Sample 1
FOREIGN FILING ELECTION. If the SPONSOR elects a license under 8.3.b(i), the SPONSOR shall notify UNIVERSITY of those foreign countries in which it desires a license in sufficient time for UNIVERSITY to satisfy the patent law requirements of those countries. The UNIVERSITY shall provide SPONSOR with an invoice in the amount of a good faith estimate for the anticipated out-of-pocket costs, including patent filing, prosecution and maintenance fees, related to those foreign filings. SPONSOR shall pay the invoice amount as soon as possible to avoid the UNIVERSITY having to pay those costs prior to receiving SPONSOR’s payment. To the extent that the estimated amount is greater or smaller than the actual incurred costs, the parties shall settle the differential amount as soon as possible after the actual amount is known.
Sample 1
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Related to FOREIGN FILING ELECTION

  • Filing of Registration Statement The Company has filed with the Commission a registration statement, and an amendment or amendments thereto, on Form F-1 (File No. 333-234654), including any related prospectus or prospectuses, for the registration of the Securities under the Securities Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Securities Act. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act (the “Rule 430A Information”), is referred to herein as the “Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion and filed with the Commission on [●], 2020, that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement. For purposes of this Agreement:

  • Section 83(b) Election Purchaser understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchased. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

  • Filing of Current Report and Registration Statement The Company agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC, within twenty (20) Business Days from the date hereof, a new registration statement (the “Registration Statement”) covering only the resale of the Purchase Shares and all of the Commitment Shares, in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives it from the Company.

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