Shire Closing definition

Shire Closing means the closing of the transactions contemplated under the Shire LOI in accordance with the terms of the Shire LOI or, if elected by KemPharm in accordance with Section 2.2, in accordance with the Shire Definitive Settlement Documents.
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Examples of Shire Closing in a sentence

  • In the event KemPharm and Shire agree upon final drafts of Shire Definitive Settlement Documents, KemPhann shall provide to MSRx a copy of such final drafts at least three (3) Business Days prior to the Shire Closing.

  • Simultaneous with the Shire Closing, and the receipt of payment by MSRx of the amount payable to MSRx in accordance with Section 2.3 below, MSRx shall execute and deliver to KemPharm the Shire Release in the form attached hereto as Exhibit A.

  • Subject to the terms and conditions of this Agreement, including, without limitation, the revocation rights of MSRx under Section 2.4, the CLA shall terminate upon the Shire Closing and payment to MSRx of the amount due under Section 2.3 above.

  • Upon the Shire Closing, out of the single one-time payment of $22,000,000 (the “Shire Payment”) to be paid by Shire thereunder, KemPharm shall arrange for $[*] of the $22,000,000 to be paid directly by Shire via bank transfer to MSRx consistent with wiring instructions given by MSRx to KemPharm.

  • In furtherance of the Shire Closing, MSRx shall deliver to KemPharm or directly to Shire within three (3) Business Days after the date of the Shire Closing the complete inventory in MSRx’s possession of any KP106 active pharmaceutical ingredient as of such date and a certificate signed by MSRx acknowledging that any KP106 manufactured in any dosage form in MSRx’s possession as of such date has been destroyed.

  • In addition to the foregoing, MSRx shall have the right to revoke this Agreement by written notice to KemPhann under either of the following events: (i) KemPharm shall have failed to deliver to MSRx a written notice that the Shire Closing has occurred within thirty (30) days after the Effective Date, or (ii) MSRx shall not have received its share of the Shire Payment in accordance with Section 2.3 above or the Shire Release executed by Shire.

  • Subject to the terms and conditions of this Agreement, including, without limitation, the revocation rights of MSRx under Section 2.4, each Party hereby forever releases and discharges the other Party and each of the other Party’s officers, directors, shareholders, members, managers, employees and agents from any and all Claims, known or suspected by the releasing Party as of the date of Shire Closing, at law or in equity, arising from or related to the CLA.

  • In furtherance of the Shire Closing, [*] shall deliver to KemPharm or directly to Shire within three (3) Business Days after the date of the Shire Closing the complete inventory in [*]’s possession of any KP106 active pharmaceutical ingredient as of such date and a certificate signed by [*] acknowledging that any KP106 manufactured in any dosage form in [*]’s possession as of such date has been destroyed.

  • In furtherance of the Shire Closing, MSRx shall deliver to KemPharm or directly to Shire within three(3) Business Days after the date of the Shire Closing the complete inventory in MSRx’s possession of any KP106 active pharmaceutical ingredient as of such date and a certificate signed by MSRx acknowledging that any KP106 manufactured in any dosage form in MSRx’s possession as of such date has been destroyed.

  • In the event KemPharm and Shire agree upon final drafts of Shire Definitive Settlement Documents, KemPhann shall provide to [*] a copy of such final drafts at least three (3) Business Days prior to the Shire Closing.

Related to Shire Closing

  • First Closing has the meaning set forth in Section 2.1(a).

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Second Closing has the meaning set forth in Section 2.2.

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.

  • Put Closing shall have the meaning set forth in Section 2.3.8.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • Time of Closing means 10:00 a.m. (Vancouver time) on the Closing Date, or such other time as the parties may mutually determine;

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Final Closing means the last closing under the Private Placement;

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.