NQCI definition
Examples of NQCI in a sentence
Except for the Xcorporeal Trust, the NQCI Trust and their successors and any permitted assigns, no third party shall be deemed to benefit from the terms of this Agreement nor shall any such third party be deemed a beneficiary hereof.
This Agreement shall inure to the benefit of and be binding upon the successors and any permitted assigns of Purchaser, Sellers, the Xcorporeal Trust and the NQCI Trust.
Each of Xcorporeal, Operations and NQCI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
The initial NQCI Managers shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, and the initial XCR Manager shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇ or such other person as the board of directors of Xcorp shall appoint.
NQCI covenants and agrees to cooperate as reasonably required by XCR in order to consummate the Proposed Transaction or any other transaction (a “Transaction”) involving the sale, license or other disposition by XCR of all or substantially all of the Licensed Technology.
In addition, provided that a Transaction has been consummated, NQCI shall contribute on XCR’s behalf an additional $500,000 in cash to the Joint Venture at such time as the Board reasonably determines that such funds are required to facilitate the Joint Venture’s development of the Polymer Technology, which amount will be reimbursed to NQCI by XCR from the first funds distributed to XCR by the Joint Venture (other than pursuant to the quarterly tax distributions, as provided below).
The “oral” disclosure controls and procedures of NQCI are not effective to ensure that required material information is included in NQCI’s periodic reports.
Until such time as NQCI fails to hold a greater percentage of the membership interests in the Joint Venture than XCR, two members of the Board (each, a “Manager”) shall be designated by NQCI and until such time as XCR fails to hold at least 10% of the membership interests in the Joint Venture, one Manager shall be designated by XCR.
From and after August 1, 2009, XCR shall pay 61% and NQCI shall pay 39% of the reasonable costs and expenses related to protecting, preserving and exploiting the Licensed Technology, provided that the Parties shall confer regularly with respect to such costs and expenses and cooperate as reasonably required to minimize same.
NQCI may appoint a Chairman and/or a Chief Executive Officer, who will have day-to-day management authority with respect to the Joint Venture, subject to oversight by the Board and the terms and conditions of this Memorandum and the Operating Agreement, and a Chief Scientific Officer, who may be employed by the Joint Venture upon customary and reasonable terms and conditions.