The IPO. The Company shall cooperate with, and take all actions reasonably requested by, Cellectis in connection with the IPO. In furtherance thereof, to the extent not undertaken and completed prior to the execution of this Agreement:
The IPO. Subject to the terms of the Underwriting Agreement, Danaher may, in its sole and absolute discretion, determine the terms of the IPO, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the IPO and the timing and conditions to the consummation of the IPO. In addition, subject to the terms of the Underwriting Agreement, Danaher may, at any time and from time to time until the consummation of the IPO, modify or change the terms of the IPO, including by accelerating or delaying the timing of the consummation of all or part of, or terminating, the IPO.
The IPO. Section 2.1 Efforts..........................................................6 Section 2.2 Formation of the Corporation.....................................7 Section 2.3 Post-IPO Ownership...............................................8 Section 2.4 Certificate of Incorporation and Bylaws..........................8 ARTICLE III EXECUTION OF AGREEMENTS; PRIMARY VEHICLE
The IPO. 6.1 It is the intention of UPC and the Company that the IPO is consummated on or prior to October 1, 2001, and that UPC and the Company will use their reasonable endeavours to effect the IPO. The Shareholders shall have no remedy or claim against UPC or the Company (or against any of UPC's or the Company's supervisory directors, managing directors, officers, employees or agents) of any kind whatsoever if such IPO is not effected on or prior to October 1, 2001 other than the exercise of their UPC Stock Purchase Option as set out in Article 7 below (and except for remedies which may be available to the Shareholders in the case of a willful breach of contract under this Agreement or in case of gross negligence or willful misconduct). The Shareholder hereby irrevocably and unconditionally waives any such right or claim against UPC or the Company (or UPC's or the Company's supervisory directors, managing directors, officers, employees or agents) for UPC's or the Company's failure to consummate the IPO, except as set forth above.
The IPO. Subject to the terms and conditions hereof, each of Parent and the Company shall use their commercially reasonable efforts to consummate the IPO, including by taking the actions specified in this Section 3.01, to the extent not undertaken and completed prior to the execution of this Agreement:
The IPO. The Parties acknowledge and agree that their intention is to cause Broadband Holdings to complete its initial public offering of ordinary shares and a European stock exchange listing and quotation on NASDAQ as soon as practicable following the Closing. The Parties agree to cooperate and use their reasonable commercial efforts to effect such public offering and to obtain and provide as promptly as possible such information, including without limitation financial information relating to the At Home Contributed Assets and At Home Joint Ventures under United States generally accepted accounting principles, as may be necessary or appropriate in connection therewith. With a view to marketing the IPO more effectively, the Parties agree to consider taking appropriate steps prior to the IPO that would dissolve BOC or convert it into a Dutch B.V. that would be treated as a partnership for U.S. federal income tax purposes, provided, that such dissolution or conversion would not adversely -------- affect any Party.
The IPO. 2.2.2 In the case of the issuance of Class A Common Stock or shares of any other Common Stock for issued for cash consideration, for the purposes of this Section 2.2, the consideration shall be deemed to be the amount of cash paid therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by this corporation for any underwriting or otherwise in connection with the issuance and sale thereof.