MEIP definition
Examples of MEIP in a sentence
MEIP hereby grants a limited waiver of the Non-Compete Provisions such that the restrictions set forth in Section 5.4(d) of the Asset Purchase Agreement shall not apply in respect of any Triaxial Intellectual Property (or any Exploitation or licensing thereof) that does not infringe on or otherwise violate any of the Intellectual Property or Intellectual Property rights of MEIP, whether arising by Contract or under any Applicable Law.
In consideration of the limited waiver granted pursuant to Section 3.1, the Novogen Parties hereby agree that simultaneously herewith the MEIP Warrants held by Seller Parent or any Affiliate thereof or otherwise beneficially owned by Seller Parent and representing the right to purchase one million (1,000,000) MEIP Shares (the “Cancellation Warrants”), are cancelled.
Upon execution and delivery by MEIP, this Agreement will constitute a valid and binding obligation of MEIP, enforceable in accordance with its terms.
Subject to Section 2.2, (a) the Novogen Parties simultaneously herewith shall deliver to MEIP for further deliver to the warrant agent for the MEIP Warrants (the “Warrant Agent”) a stock power with signature medallion guarantee in the form attached hereto as Exhibit A and (b) MEIP shall deliver to the Warrant Agent an irrevocable letter of instruction directing the Warrant Agent to immediately cancel the Cancellation Warrants in the form attached hereto as Exhibit B.
This Agreement and the Asset Purchase Agreement and the rights and obligations hereunder and thereunder shall not be assignable (i) by any of the Novogen Parties without the prior written consent of MEIP or (ii) by MEIP without the prior written consent of Seller Parent.
Except as expressly set forth herein, each Novogen Party and MEIP shall bear its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.
This Agreement has been, or upon execution and delivery thereof will be, duly executed and delivered by MEIP.
Awards under the MEIP shall be subject to customary vesting and forfeiture restrictions and such other terms as determined by the board of the directors of JVC or a committee thereof.
MEIP has all requisite power and authority to enter into this Agreement and any other agreements or instruments contemplated hereby, and to perform its obligations hereunder.
In determining the Annual Bonus, for any of the last three calendar years preceding the Operative Date in which the Executive did not participate in either the ▇▇▇▇ or the MEIP, the Executive shall be deemed to have received a bonus amount equal to the Executive’s target award under the Plan in which the Executive is participating on the first day of the Employment Period.