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, Xxxxxxx 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, Xxxxxxx 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. The LLC and the Corporation shall use their commercially reasonable efforts to consummate 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. BMS and MJN shall use their commercially reasonable efforts to consummate the IPO.
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. Section 3.1 Sole and Absolute Discretion; Cooperation 31 Section 3.2 Actions Prior to the IPO 31 Section 3.3 Conditions Precedent to Consummation of the IPO 32
The IPO. The Parties agree that DLJ shall act as the lead manager for the IPO. Each Contributor agrees to enter into an agreement in customary form with the underwriters for the IPO restricting the transferability of shares of Common Stock for 180 days following the IPO.
The IPO. The IPO will be a primary offering of Common Stock by Limco and a secondary offering of Limco shares held by TAT. Limco shall (a) consult and cooperate in all respects with TAT in connection with the pricing of the Common Stock to be offered in the IPO; (b) at the direction of TAT, execute and deliver an underwriting agreement (the "Underwriting Agreement") in form and substance reasonably satisfactory to TAT; and (c) at the direction of TAT, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the registration statement on Form S-1 (the "Registration Statement") filed by Limco with the Securities and Exchange Commission (the "SEC") and the Underwriting Agreement.