Orchids US definition
Examples of Orchids US in a sentence
At the Closing, Seller shall, and if applicable shall cause its Affiliates to, issue to Purchaser, Orchids US and their Affiliates an exclusive, royalty-free, fully paid up license from Seller to Purchaser, Orchids US and their Affiliates, in a form reasonably acceptable to Purchaser, granting Purchaser, Orchids US and their Affiliates an exclusive right to use the U.S. Trademarks in the Territory during the Restricted Period.
Purchaser is a wholly owned subsidiary of Orchids US, and Purchaser, Seller and Orchids US desire that Orchids US join this Agreement solely with respect to Article VI and Article VII and the covenants contained therein.
Seller further agrees that it will not, without the written consent of the board of directors of Orchids US: (x) request Orchids US or any of its Representatives, directly or indirectly, to amend or waive any provision of this Section 6.14 (including this sentence) or (y) take any action which might require Orchids US to make a public announcement regarding the possibility of a business combination, merger or other type of transaction described in this Section 6.14.
Within thirty (30) days following the Closing Date, Orchids US shall use its reasonable best efforts to nominate one (1) person, who shall be Mario ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ or such other person designated by Seller who is reasonably acceptable to Orchids US (such person, the “Seller Designee”), for election as a member of the board of directors of Orchids US.
Notwithstanding the above, this Equipment Lease Agreement shall terminate immediately upon the termination of the Product Supply Agreement, dated as of the date hereof, by and between Orchids US and Lessee (the “Supply Agreement”).
Likewise, Orchids shall deliver to Elgin a registration rights agreement at Closing, between Orchids US and Elgin, in a form reasonably acceptable to the parties, providing Elgin certain registration rights regarding the Stock Consideration (the “Registration Rights Agreement”).
Notwithstanding the foregoing, and for the avoidance of doubt, Purchaser and Seller acknowledge that Orchids US is an intended beneficiary with respect to the covenants of Seller set forth in Article VI.
Notwithstanding the foregoing, Lessee acknowledges and agrees that in the event that Lessee fails to pay any monthly Rental Fee to Lessor within sixty (60) days following the due date of such Rental Fee, Orchids US shall have the right to offset such overdue Rental Fee amounts from the amount payable by Orchids US to Lessee with respect to outstanding invoices payable under Supply Agreement.
Seller covenants and agrees that it and its Affiliates will pay and discharge, and hold Purchaser, Orchids US, and their respective Affiliates harmless from, each and every liability and obligation of Seller, including all liabilities in respect of the Purchased Assets arising from events occurring on or prior to the Closing Date.
Fiscal Officer shall have general supervision of all finances; He or She shall receive and have in his/her charge all money, bills, notes, deeds, leases, mortgages and similar property belonging to the Corporation, and shall do with the same as may from time to time be required by the Board of Directors.