(l)Adequate Assurance of Performance. If, following the granting of relief under 11U.S.C. §101 et seq. (the “Bankruptcy Code”) to a Party as debtor thereunder, this Agreement should be held to be an executory contract under the Bankruptcy Code, then the other Parties shall be entitled to a determination by debtor or any trustee for debtor within 90 days from the date an order for relief is entered under the Bankruptcy Code as to the rejection or assumption of this Agreement in its entirety. In the event of an assumption, the Party seeking determination shall be entitled to adequate assurances as to the future performance of debtor’s obligation hereunder and the protection of the interest of the non-debtor Parties.
A: Yes. You should read the section entitled Risk Factors beginning on page25 carefully and in its entirety. You should also read the risk factors set forth in HESMs Annual Report on Form 10-K for the year ended December31, 2018 incorporated by reference and subsequent reports filed by HESM with the SEC and incorporated by reference herein.
The full text of Intrepids written opinion, dated October3, 2019, which sets forth, among other things, assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Intrepid, is attached as Annex C to this prospectus and is incorporated by reference herein. The summary of Intrepids opinion set forth in this prospectus is qualified in its entirety by reference to the full text of the opinion. Holders of HESM Common Units are encouraged to read the opinion and the description carefully and in their entirety. Intrepid provided its opinion for the information and benefit of the Conflicts Committee (in its capacity as such) in connection with its evaluation of the Restructuring and the Transactions.
The full text of Intrepids written opinion, dated October 3, 2019, which sets forth, among other things, assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken by Intrepid, is attached as Annex C to this prospectus and is incorporated herein by reference. The Conflicts Committee encourages you to read Intrepids opinion carefully and in its entirety. This summary is qualified in its entirety by reference to the full text of the opinion.
Section2.1 Formation. GP LP, as the general partner, and HIP GP LLC, as the initial limited partner, previously formed the Company as a limited partnership pursuant to the provisions of the Delaware Act and the Original Agreement. The General Partner and the Organizational Limited Partner hereby amend and restate the Original Agreement in its entirety. This amendment and restatement shall become effective on the date of this Agreement and at the time specified in Article II of the Restructuring Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Company shall be governed by the Delaware Act. All Company Interests shall constitute personal property of the owner thereof for all purposes.
Vir Biotechnology, Inc. (the Company), pursuant to its 2019 Equity Incentive Plan (the Plan), hereby grants to Optionholder an option to purchase the number of shares of the Companys Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice, in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this Stock Option Grant Notice and the Plan, the terms of the Plan will control.
Vir Biotechnology, Inc. (the Company), pursuant to its 2019 Equity Incentive Plan (the Plan), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Companys Common Stock (Restricted Stock Units) set forth below (the Award). The Award is subject to all of the terms and conditions as set forth in this notice of grant (this Restricted Stock Unit Grant Notice), and in the Plan and the Restricted Stock Unit Award Agreement (the Award Agreement), both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein shall have the meanings set forth in the Plan or the Award Agreement. In the event of any conflict between the terms in this Restricted Stock Unit Grant Notice or the Award Agreement and the Plan, the terms of the Plan shall control.
(a) For Vir Programs. Brii Bio shall not publicly present or publish any Clinical Trial data, non-clinical data or any associated results or conclusions generated by or on behalf of Brii Bio for any Vir Program pursuant to this Agreement (each such proposed presentation or publication, a Brii Bio Publication), except in accordance with Virs global publication strategy with respect to Products and Licensed Products, and subject to the additional limitations set forth in this Section11.4(a). If Brii Bio desires to publicly present or publish a Publication, Brii Bio shall provide Vir with a copy of such proposed Publication at least [***] prior to the earlier of its presentation or intended submission for publication; provided that in the case of abstracts, this period shall be at least [***] (such applicable period, the Review Period). Brii Bio shall not submit or present any Publication until (i)Vir has provided written comments during such Review Period on the material in such Publication or (ii)the applicable Review Period has elapsed without written comments from Vir, in which case Brii Bio may proceed and the Publication will be considered approved in its entirety. If Brii Bio receives written comments from Vir during the applicable Review Period, it shall consider the comments of Vir in good faith, but will retain the sole authority to submit the manuscript for Publication; provided thatBrii Bio shall (A)delete any Confidential Information of Vir that Vir identifies for deletion in Virs written comments, (B) [***], and (C)delay such Publication for a period of up to an additional [***] after the end of the applicable Review Period to enable Vir to draft and file a Patent with respect to any subject matter to be made public in such Publication and to which Vir has the applicable intellectual property rights to file such Patent. Brii Bio shall provide Vir a copy of the Publication at the time of the submission or presentation. Brii Bio shall acknowledge the contributions of Vir and the employees of Vir in all Publications as scientifically appropriate. Brii Bio shall require its Affiliates, sublicensees and contractors to comply with the obligations of this Section11.4(a) as if they were Brii Bio, and shall be liable for their non-compliance.
(c) Termination for Material Breach. This Agreement may be terminated in its entirety, or on Program-by- Program basis as set forth below, at any time during the Term upon written notice by either Party if the other Party materially breaches this Agreement and such breach has not been cured within sixty (60)days (or thirty (30)days for failure to make payment) after notice requesting cure of such breach; provided that, if the material breach in question relates to a particular Program, but not to the entire Agreement, then the Agreement may only be terminated with respect to such Program and not in its entirety. If the allegedly breaching Party in good faith disputes such material breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Article 16, and the termination shall not become effective unless and until it has been determined under Article 16 that the allegedly breaching Party is in material breach of this Agreement.
Since its enactment, there have been judicial and Congressional challenges to certain aspects of the ACA, and we expect there will be additional challenges and amendments to the ACA in the future. For example, on March2, 2020 the United States Supreme Court granted the petitions for writs of certiorari to review the U.S. Court of Appeals for the 5th Circuit ruling that the individual mandate was unconstitutional and to determine the constitutionality of the ACA in its entirety. It is uncertain when the Supreme Court will rule on this case. Other legislative changes have been proposed and adopted since the ACA was enacted, including aggregate reductions of Medicare payments to providers of 2% per fiscal year, which was temporarily suspended from May1, 2020 through March31, 2021 due to the COVID-19 pandemic, and reduced payments to several types of Medicare providers. Moreover, there has recently been heightened governmental scrutiny over the manner in which manufacturers set prices for their marketed products, which has resulted in several Congressional inquiries, proposed and enacted legislation and executive orders issued by the President designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drug products. It is also possible that additional governmental action is taken in response to the COVID-19 pandemic. Individual states in the United States have also become increasingly active in implementing regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing.
On November22, 2016 we entered into an administrative services arrangement with Solaris Energy Management LLC (SEM), a company partially-owned by William A. Zartler, the Chairman of our board of directors, for the provision of certain personnel and administrative services to us at cost. The services provided by SEM, include, but are not limited to, executive management functions, accounting and bookkeeping and treasury. In addition, SEM provides office space, equipment and supplies to us under the administrative service agreement.For the year ended December31, 2016, we paid SEM $0.3 million for these services. Contemporaneously with or prior to the completion of this offering, certain employees of SEM will become our employees, and we intend to amend and restate the administrative service agreement in its entirety. We will also hire new employees to perform duties previously provided by SEM, though we may continue to utilize office space under the administrative service agreement or receive certain other administrative services from SEM.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [●], 2020, at [●] a.m., Eastern Time, TO BE HELD ONLINE AT [●]: This notice is not a form for voting and presents only an overview of the more complete joint proxy statement/prospectus. We urge you to read the accompanying joint proxy statement/prospectus, including its annexes and the section titled “RISK FACTORS” beginning on page 56, carefully and in their entirety. Copies of the joint proxy statement/prospectus and the accompanying proxy card are available, without charge on the internet, on our website (www.ameri100.com), and can be obtained by calling [●] or sending an e-mail to [●]. To obtain timely delivery, our stockholders must request the materials no later than five (5) business days prior to the special meeting. If you have any questions concerning the amalgamation, the Amalgamation Agreement, the Share Purchase Agreement, the proposals, the special meeting or the accompanying joint proxy statement/ prospectus or need help voting your shares of Ameri common stock, please contact Barry Kostiner, Chief Financial Officer at Barry.Kostiner@ameri100.com.
The enclosed joint proxy statement/prospectus describes the Amalgamation Agreement and the proposed amalgamation in detail and includes, as Annex A, the complete text of the Amalgamation Agreement. We urge you to read the accompanying joint proxy statement/prospectus, including all documents incorporated by reference into the accompanying joint proxy statement/prospectus, and its annexes carefully and in their entirety. In particular, you should carefully read the section captioned “RISK FACTORS” beginning on page 56 of the enclosed joint proxy statement/prospectus for a discussion of certain risk factors relating to the Amalgamation Agreement and the amalgamation.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [●], 2020, TO BE HELD ONLINE AT [●]: This notice is not a form for voting and presents only an overview of the more complete joint proxy statement/prospectus. We urge you to read the accompanying joint proxy statement/prospectus, including its annexes and the section titled “RISK FACTORS” beginning on page 56, carefully and in their entirety. Copies of the joint proxy statement/prospectus and the accompanying proxy card can be obtained by calling (239) 302-1707 or sending an e-mail to email@example.com. To obtain timely delivery, our shareholders must request the materials no later than five (5) business days prior to the Jay Pharma special meeting. If you have any questions concerning the amalgamation, the Amalgamation Agreement, the proposal, the special meeting or the accompanying joint proxy statement/prospectus or need help voting your common shares of Jay Pharma, please contact me at firstname.lastname@example.org.
Buyer and Seller entered into the Existing Agreement. Buyer and Seller desire to enter into this Agreement in order to amend and restate the Existing Agreement in its entirety. Effective as of the date hereof, the terms and provisions of the Existing Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. For the avoidance of doubt, this Agreement is not intended to, and shall not, effect a novation of any of the obligations of the parties to the Existing Agreement, but is merely an amendment and restatement of the terms governing such obligations.