Innocrin definition
Examples of Innocrin in a sentence
In furtherance of the Contribution, at the Contribution Closing, (i) Viamet shall deliver to SpinCo a stock power duly executed by Viamet assigning to SpinCo the Innocrin Shares, accompanied by one or more stock certificates representing the Innocrin Shares and (ii) the parties shall execute and deliver to each other such agreements and other documents as, and to the extent, necessary or convenient to evidence the Contribution.
At the Contribution Closing, the Parties shall execute the Contribution Agreement and Viamet shall contribute, assign, transfer and convey to SpinCo, and SpinCo shall accept, the Innocrin Shares pursuant to the Contribution Agreement.
Innocrin Series 2 Shares are entitled to a Series 2 Preferred Return (as defined below), payable (i) when, as and if declared by the Innocrin Board, (ii) upon a liquidation event or (iii) upon redemption or repurchase of such shares.
Innocrin Series A Shares are entitled to a Series A Preferred Return (as defined below), payable (i) when, as and if declared by the Innocrin Board, (ii) upon a liquidation event or (iii) upon redemption or repurchase of such shares.
It is not expected, however, that the Disguised Sale Rules will apply because the contribution of cash by the investors and the distribution of the interests in Innocrin Holdings in the Distribution should not be treated as “related” as required under the Rules.
Innocrin Holdings will need to grow its organization, and it may experience difficulties in managing this growth, which could disrupt its operations.
Except as specified otherwise in the Innocrin LLC Agreement, any decision to be made by the holders of a particular series or class of Shares will require the votes of the holders of a majority in interest of such series or class of Shares.
The foregoing description of the rights, privileges and preferences of the Innocrin Shares does not purport to be complete and is qualified in its entirety by the Innocrin LLC Agreement, which is attached hereto as Exhibit F, the Innocrin ▇▇▇, which is attached hereto as Exhibit G and the Innocrin SSA, which is attached hereto as Exhibit H.
Pursuant to the Collaboration License, Innocrin may sublicense those rights (other than the Metallophile Technology itself, which may only be used by Innocrin, itself) to DAS to the extent necessary under the DAS collaboration.
In the case of each Transferred Employee, Innocrin shall be responsible for paying (and the W-2 and other payroll reporting obligations for) the payroll and any other accrued amounts, including, without limitation, any accrued and unused vacation time due to such individual for the payroll period (or portion thereof) ending on the Deemed Separation Date, which payment shall occur as soon as practicable after the Distribution Date but no later than the next regularly scheduled payroll dates.