OTC Matters Sample Clauses
OTC Matters. At the date hereof and at the Closing Date:
(a) the Common Stock is eligible to trade and be quoted on, and is quoted on the OTCQB tier maintained by OTC Markets, Inc. (the “OTCQB”) and has received no notice or other communication indicating that such eligibility is subject to challenge or review by the any applicable regulatory agency, electronic market administrator, or exchange;
(b) the Company has and shall have performed or satisfied all of its undertakings to, and of its obligations and requirements with, the SEC;
(c) the Company has not, and shall not have taken any action that would preclude, or otherwise jeopardize, the inclusion of the Common Stock for quotation on the OTCQB; and
(d) the Common Stock is eligible for participation in The Depository Trust Company (“DTC”) book entry system and has shares of Common Stock on deposit at DTC.
OTC Matters. The Parties agree that, subject to the following provisions of this Section 4.8, Licensed Products shall be used, sold, marketed and distributed in the Territory as prescription-only products. Notwithstanding the foregoing, if for a given Licensed Product:
(a) the FDA requires that such Licensed Product be available for sale in the over-the-counter ("OTC") market in the Territory; or
(b) Generic Competition exists or is reasonably expected within [**] months with respect to such Licensed Product in the Territory, then ALPHARMA shall be free to seek Approval for the use, sale, marketing and distribution of such Licensed Product in the OTC market in the Territory. Except as otherwise permitted under the foregoing sentence of this Section 4.8, ALPHARMA agrees that it will not seek Approval for the use, sale, marketing and distribution of any Licensed Product in the OTC market without receiving the prior written consent of IDEA, which shall not be unreasonably withheld or delayed.