PROBE INCORPORATED Sample Clauses

PROBE INCORPORATED. By: /s/ Xxxxx X. Xxxxxxxx ---------------------------------------- Xxxxx X. Xxxxxxxx Chief Executive Officer and Chairman TOSOH CORPORATION By: /s/ Madoka Tashiro ---------------------------------------- Madoka Tashiro Chief Executive Officer and Chairman
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PROBE INCORPORATED. BY: -------------------------------------- TITLE: ----------------------------------- CHUGAI PHARMA USA, LLC BY: --------------------------------------
Sample 1
PROBE INCORPORATED. This certifies that __________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of September 16, 2002, as the same may be amended from time to time (the "Agreement"), between Gen-Probe Incorporated, a Delaware corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date and prior to 5:00 P.M. (California time) on September 26, 2012, at the offices of the Rights Agent, or its successors as Rights Agent, designated for such purpose, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Stock, par value $.0001 per share (the "Preferred Shares") of the Company, at a purchase price of $_____ per one one-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and certification duly executed. The number of Rights evidenced by this Right Certificate (and the number of one one-hundredths of a Preferred Share which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of September 26, 2002 based on the Preferred Shares as constituted at such date. Capitalized terms used in this Right Certificate without definition shall have the meanings ascribed to them in the Agreement. As provided in the Agreement, the Purchase Price and the number of Preferred Shares which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Agreement are on file at the principal offices of the Company and at the office of the Rights Agent. This Right Certificate, with or without other Right Certific...
Sample 1
PROBE INCORPORATED. By: /s/ ------------------------------------ Chief Operating Officer /s/ HENRY L. NORDHOFF ---------------------------------------- HENRY L. NORDHOFF
Sample 1
PROBE INCORPORATED. By: /s/ Xxxxx X. Xxxxxxxx ------------------------------------------------- Name: Xxxxx X. Xxxxxxxx ----------------------------------------------- Title: Chairman, President, and Chief Executive Officer -------------------------------------------------- U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx X. Xxxxxx ------------------------------------------------- Name: Xxxxx X. Xxxxxx Title: Vice President 44. CROSS-REFERENCE TABLE (1) SECTION OF TRUST INDENTURE ACT OF 1939, AS AMENDED SECTION OF INDENTURE -------------------------------------------------- -------------------- 310(a) 7.09 310(b) 7.08 7.10 310(c) Inapplicable 311(a) 7.13 311(b) 7.13 311(c) Inapplicable 312(a) 5.01 5.02(a) 312(b) 5.02(c) 312(c) 5.02(c) 313(a) 5.04(a) 313(b) 5.04(b) 313(c) 5.04(a) 5.04(b) 313(d) 5.04(c) 314(a) 5.03 13.12 314(b) Inapplicable 314(c) 13.07(a) 314(d) Inapplicable 314(e) 13.07(b) 314(f) Inapplicable 315(a) 7.01(a) 7.01(b) 315(b) 7.14 315(c) 7.01 315(d) 7.01(b) 315(e) 6.07 316(a) 6.06 8.04 316(b) 6.04 316(c) 8.01 317(a) 6.02 317(b) 4.03 318(a) 13.09 -----------------
Sample 1
PROBE INCORPORATED. By: /s/ Xxxxx X. Xxxxxxxx ----------------------------------------- Name: Xxxxx X. Xxxxxxxx --------------------------------------- Title: Chairman, President and Chief Executive Officer ------------------------------------------------- U.S. BANK NATIONAL ASSOCIATION as Trustee By: /s/ Xxxxx Xxxxxx ----------------------------------------- Name: Xxxxx Xxxxxx Title: Vice President
Sample 1

Related to PROBE INCORPORATED

  • Exhibits Incorporated All Exhibits attached are hereby incorporated into this Agreement.

  • Plan Incorporated Employee acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted Stock Units shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which is incorporated herein by reference as a part of this Agreement. Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan.

  • Due Incorporation The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the respective jurisdictions of their incorporation and have the requisite corporate power to own their properties and to carry on their business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the business, operations or prospects or condition (financial or otherwise) of the Company.

  • PARTS INCORPORATED 1.03.1 The above-described sections and exhibits are incorporated into this Agreement.

  • Schedules Incorporated The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

  • Recitals Incorporated The recitals of this Agreement are incorporated herein and made a part hereof.

  • State of Incorporation; Name; No Changes Seller’s state of incorporation is the State of Nevada. Seller’s exact legal name is as set forth in the first paragraph of this Agreement. Seller has not changed its name whether by amendment of its Articles of Incorporation, by reorganization or otherwise, and has not changed its state of incorporation within the four months preceding the Closing Date.

  • Incorporated In such case involving the Holders and such Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party for such fees and expenses of counsel in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

  • BIDS/PROPOSALS INCORPORATED In addition to the whole Agreement, the following documents listed in order of priority are incorporated into the Agreement by reference: Bid/Proposal Specifications and Contractor’s Response to the Bid/Proposal.

  • Incorporation All Exhibits attached hereto and referred to herein are hereby incorporated herein and made a part hereof for all purposes as if fully set forth herein.

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