OPF-US definition
Examples of OPF-US in a sentence
OPF-US shall appoint on behalf of the Company an individual (the “Designated Individual”) through whom the Partnership Representative may act for purposes of implementing the provisions of this Section 11.
OPF-US may, at its sole discretion, require the Company to engage independent public accountants of national standing selected by the Board of Directors to audit the Company’s annual financial statements prepared in accordance with Section 7(c)(2).
An individual designated by ICU Medical and reasonably acceptable to OPF-US shall be the initial Designated Company Regulatory Resource responsible for overseeing regulatory and/or FDA matters, including the submission of any FDA-related correspondence, the making of FDArelated filings or submissions or otherwise.
One (1) of the individuals designated by OPF-US shall serve as Chairman of the Board of Directors (the “Chairman”).
OPF-US shall reimburse the Company for all reasonable, documented out-of-pocket costs and expenses incurred by the Company or ICU Medical in connection with such personnel training as may be required to ensure that the Company and/or ICU Medical has adequate capabilities necessary to prepare IFRS-compliant financial statements as required herein.
On the Call/Put Closing Date, OPF-US shall pay the Call Option Price or the Put Option Price, as applicable, to ICU Medical and ICU Medical Affiliate, in cash, by electronic transfer of immediately available funds in accordance with instructions given by ICU Medical.
In addition, OPFUS shall reimburse the Company for all reasonable, documented out-of-pocket costs and expenses, as well as personnel costs (which may include the cost of any additional personnel reasonably determined by ICU Medical to be reasonably necessary to hire in order to assist the Company with any such audit), incurred by the Company or ICU Medical with respect to any audit of the Company’s financial statements as required by OPF-US.
Notwithstanding the foregoing, in the event of a Force Majeure Deferral, the OPF-US Call Option shall not be exercisable pursuant to clause (1) of the preceding sentence until the next available exercise period.
During the term of this Agreement, for so long as ICU Medical and ICU Medical Affiliate, on a combined basis, own a percentage of the outstanding Units in excess of the Ownership Threshold, an individual designated by ICU Medical and reasonably acceptable to OPF-US, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇, shall serve as Chief Operating Officer of the Company.
On the Call/Put Closing Date, against OPF-US’s delivery of the Call Option Price or the Put Option Price, as applicable, ICU Medical and ICU Medical Affiliate shall execute and deliver to OPF-US and the Company such instruments of assignment and transfer effecting the transfer of all right, title, and interest in the Option Securities to OPF-US as OPF-US shall reasonably request.