Other Customary Terms Sample Clauses

Other Customary Terms. Except as otherwise agreed by Accuray and the Company, the Distribution Agreement shall contain such other terms as are customary for similar agreements and similar companies in the industry.
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Other Customary Terms. The Agreement shall contain other customary terms and conditions, such as recall procedures, force majeure, and public announcements. *** Indicates portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. EXHIBIT J Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 406 of the Securities Act of 1993, as amended. FORM OF ESCROW AGREEMENT THIS ESCROW AGREEMENT (this “Escrow Agreement”) is entered into as of [·], by and among New Laser Corporation, a Delaware corporation (“NewCo”), The Coca-Cola Company, a Delaware corporation (“Parent”), and [·], as escrow agent (the “Escrow Agent”). Unless otherwise noted, capitalized terms used but not defined in this Escrow Agreement shall have the meanings given such terms in the Transaction Agreement, dated as of August [·], 2014, by and among Monster Beverage Corporation, a Delaware corporation, NewCo, New Laser Merger Corp., a Delaware corporation, Parent, and European Refreshments, a company formed under the laws of Ireland (the “Transaction Agreement”).
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Other Customary Terms. Other customary terms—including releases, non-disparagement and expense reimbursement—will be included subject to discussion. In light of the facts and circumstances surrounding the Welkowitz Loan, I believe this is a balanced and reasonable framework for discussion. I have no intention of making this letter public, though reserve the right to do so in the future to the extent that CVLY mischaracterizes the contents of this letter or any discussions arising out of this letter. Thanks, /s/ Xxxxxx Exhibit B Press Release Codorus Valley Bancorp Announces Changes to Enhance Shareholder Value Three New Independent Directors to Join its Board of Directors Will Conduct a Comprehensive Third-Party Study of its Credit Risk Policies Will Conduct a Comprehensive Third-Party Study of its Executive Compensation YORK, Pa., April 12, 2022 – Codorus Valley Bancorp, Inc. (“Codorus Valley” or the “Corporation”) (NASDAQ: CVLY), parent company of PeoplesBank, A Codorus Valley Company (“PeoplesBank”), today announced it is implementing a series of initiatives designed to enhance the Corporation’s corporate governance practices, further analyze credit risk policies and practices, and ensure continued alignment with shareholders. These initiatives follow engagement and input from shareholders, including Driver Management Company LLC and its affiliates (collectively, “Driver”), which together own 6.7% of Codorus Valley’s outstanding common stock. Codorus Valley will appoint three new independent directors to its Board of Directors The Corporation will appoint three new directors to its Board of Directors (the “Board”). The first new director, Xxxx X. Xxxxxxx, Esq., was appointed by the Board at its April 12, 2022 meeting. Xx. Xxxxxxx was selected from Driver’s proposed nominees previously submitted for consideration. Xx. Xxxxxxx has been appointed to the Corporate Governance and Nominating Committee, the Audit Committee, and the Compensation Committee of the Board. The second new director will be chosen solely by the Board, and will be appointed no later than the end of X0 0000. The Board and Driver together will identify a third new director with substantial public company board experience from the banking sector. Immediately following the appointment to the Board, the third new director will be appointed to the Board’s Enterprise Risk Management Committee, which is mandated with ongoing enterprise-wide risk oversight and management, including reviewing all material risks, such ...
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Other Customary Terms. The Agreement shall contain other customary terms and conditions, such as recall procedures, force majeure, and public announcements. *** Indicates portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. SCHEDULE The Energy Beverages included in the KO Energy Assets. EXHIBIT J Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 406 of the Securities Act of 1993, as amended. FORM OF ESCROW AGREEMENT THIS ESCROW AGREEMENT (this “Escrow Agreement”) is entered into as of [·], by and among New Laser Corporation, a Delaware corporation (“NewCo”), The Coca-Cola Company, a Delaware corporation (“Parent”), and [·], as escrow agent (the “Escrow Agent”). Unless otherwise noted, capitalized terms used but not defined in this Escrow Agreement shall have the meanings given such terms in the Transaction Agreement, dated as of August [·], 2014, by and among Monster Beverage Corporation, a Delaware corporation, NewCo, New Laser Merger Corp., a Delaware corporation, Parent, and European Refreshments, a company formed under the laws of Ireland (the “Transaction Agreement”).
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Other Customary Terms. The Agreement will contain such terms and conditions as the Parties may reasonably agree and as are customary for transactions of this nature, including, without limitation, indemnification provisions and customary warranties and representations by the Parties. AGREED to as of January 28, 2014. Cadence Pharmaceuticals, Inc. By /s/ Xxxxxxx X. XxXxx Name: Xxxxxxx X. XxXxx Title: Sr. Vice President and CFO SCR Pharmatop By /s/ Xxxxxxx Name: Xxxxxxx Title: General Manager Sandoz Inc. By /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP & Head, IP US Sandoz AG By /s/ Xxxxxxx Xxxxxxx By /s/ Xxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxx Title: Head Sandoz AG Title: Chief Financial Officer, Sandoz AG Neogen International N.V. By /s/ Xxxx XxXxxx Name: Xxxx XxXxxx Title: Managing Director APC Pharmaceuticals, LLC By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director EXHIBIT A NOTICE OF SELECTIVE WAIVER OF ANY OFIRMEV® PEDIATRIC OR OTHER EXCLUSIVITY [Insert Date] REQUEST FOR EXPEDITED SELECTIVE WAIVER OF ANY PEDIATRIC OR OTHER EXCLUSIVITY , Director , Director Office of Generic Drugs Office of New Drugs CDER CDER Food and Drug Administration Food and Drug Administration Document Control Room Rockville, MD 20855-2773 Metro Park North II 0000 Xxxxxxxx Xxxxx, Room 150 Rockville, MD 20855-2773 Cadence Pharmaceuticals, Inc. NDA No. 22-450 for OFIRMEV® (acetaminophen) Injection, 1000 mg/100 xx Xxxxxx Inc. ANDA No. 204052 for Acetaminophen Injection, 1000 mg/100 ml REQUEST FOR EXPEDITED SELECTIVE WAIVER OF PEDIATRIC AND/OR OTHER STATUTORY OR REGULATORY EXCLUSIVITIES FOR OFIRMEV® (ACETAMINOPHEN) INJECTION, 1000 MG/100 ML, IN FAVOR OF SANDOZ INC. Dear : Reference is made to Cadence Pharmaceuticals, Inc.’s (“Cadence’s”) NDA No. 22-450 for OFIRMEV® (acetaminophen) Injection, 1000 mg/100 ml, and any associated pediatric and/or other statutory or regulatory exclusivities, which are listed in the Orange Book in connection with the above-referenced NDA. Reference is also made to the above-referenced ANDA No. 204052 for Acetaminophen Injection, 1000 mg/100 ml, held by Sandoz Inc. (“Sandoz”). The purpose of this correspondence is to notify the Agency that Cadence has granted a license to Sandoz to market its Acetaminophen Injection product under ANDA No. 204052 as of December 6, 2020, or upon an earlier date in certain circumstances. Pursuant to the terms of the license, Cadence also granted to Sandoz a selective and limited waiver, as of December 6, 2020, or such earlier...
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Related to Other Customary Terms

  • Other Customary Services Perform the customary services of a transfer agent, dividend disbursing agent and, as relevant, shareholder servicing agent in connection with dividend reinvestment, accumulation, open-account or similar plan (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts; arranging for mailing of Shareholder reports and prospectuses to current Shareholders; withholding taxes on U.S. resident and non-resident alien accounts; preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders; preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts; preparing and mailing activity statements for Shareholders; and providing Shareholder account information;

  • Standard Terms and Conditions Executive expressly understands and acknowledges that the Standard Terms and Conditions attached hereto are incorporated herein by reference, deemed a part of this Agreement and are binding and enforceable provisions of this Agreement. References to “this Agreement” or the use of the term “hereof” shall refer to this Agreement and the Standard Terms and Conditions attached hereto, taken as a whole.

  • ADDITIONAL TERMS AND CONDITIONS This Annex A to the Second Amended and Restated Servicing Agreement, dated October 31, 2021 (the “Agreement”), among Xxxxx Bank and Xxxxx Trust Company, as Sellers, the Bank Assets Purchaser and, upon execution of the Joinder Agreement, the Delaware Trust Assets Purchaser, as Purchasers, and Guarantor (solely for purposes of Section 9.5 of the Agreement), is incorporated into and deemed part of the Agreement in all respects.

  • Delivery Terms All products sent to Customer shall be sent EX Works (EXW) or FCA Company’s facility in El Cajon, CA, and in domestic packing. Customer will bear and pay for all taxes of any nature imposed prior to, at the time of, or after delivery to, the carrier at the EXW point. Customer shall also bear and pay for all charges for freight, shipping, consular fees, customs duties, and all costs and charges. Customer must return the equipment in the same shipping container it was received in.

  • Agreement Terms The terms of the Agreement conform to University policy. The period of performance for the project is approximately two (2) years. The amount of funding support will not exceed $62,500. Since research projects are often amended, this agreement includes provisions for changes in time and scope. University procedures for approval of these changes will be followed and additional conflict of interest review will be done as appropriate.

  • Additional Terms and Conditions Applicable to Subletting The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

  • General Terms and Conditions In consideration of the mutual promises contained in this Agreement, and intending to be legally bound, pursuant to Section 252 of the Act, Verizon and PNG hereby agree as follows:

  • Additional Terms None B-1

  • Additional Terms applicable to the Transaction Adjustments applicable to the Transaction: Potential Adjustment Events: Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment under the Indenture to the “Conversion Rate” or the composition of a “unit of Reference Property” or to any “Last Reported Sale Price,” “Daily VWAP,” “Daily Conversion Value” or “Daily Settlement Amount” (each as defined in the Indenture). For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment shall be made to the terms of the Transaction, on account of (x) any distribution of cash, property or securities by Counterparty to holders of the Convertible Notes (upon conversion or otherwise) or (y) any other transaction in which holders of the Convertible Notes are entitled to participate, in each case, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding sentence (including, without limitation, pursuant to the fourth sentence of Section 14.04(c) of the Indenture or the fourth sentence of Section 14.04(d) of the Indenture). Method of Adjustment: Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent, acting in good faith and in a commercially reasonable manner, shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction. Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:

  • Other Terms and Conditions You also agree to be bound by any other specific terms and conditions governing such recurring/instalment payment scheme. In the event of conflict, such specific terms and conditions are to prevail over the provisions of this clause but only to the extent necessary to give full effect to those terms and conditions.

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