Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by: (a) mutual written consent of the Company and the Investor; (b) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date; (c) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date; (d) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date.
Appears in 3 contracts
Samples: Collaboration and License Agreement (Voyager Therapeutics, Inc.), Stock Purchase Agreement (Voyager Therapeutics, Inc.), Collaboration and License Agreement (Neurocrine Biosciences Inc)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:terminated:
(a) at any time by mutual written consent of the Company Coherus and the Investor;Junshi;
(b) either the Company or the Investorby Coherus, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the Company, upon written notice to the InvestorJunshi, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date;
(d) the Investor, upon written notice to the Company, so long as the Investor Coherus is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company Junshi set forth in this Agreement, Agreement or (ii) if any representation or warranty of the Company Junshi shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.17.1 could not be satisfied by the Termination Date;
(c) by Junshi, 6.2upon written notice to Coherus, 6.3so long as Junshi is not then in breach of its representations, 6.4 warranties, covenants or 6.5 hereofagreements under this Agreement such that any of the conditions set forth in Section 7.2, as applicable, could not be satisfied by the Termination Date., (i) upon a breach of any covenant or agreement on the part of Coherus set forth in this Agreement, or (ii) if any representation or warranty of Coherus shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.2 could not be satisfied by the Termination Date.
(d) by either Coherus or Junshi, upon written notice to the other, if the Closing has not occurred on or before the date six (6) months after the Execution Date (the “Termination Date”). In such event, neither party shall have any further obligations under this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Coherus BioSciences, Inc.)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investor, upon written notice to the otherother after one hundred and eighty (180) days from the date of this Agreement (the “Termination Date”), if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and Transaction shall not have been waived in writing consummated by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b)Termination Date; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby Transaction prior to the Termination Date;
(c) either the CompanyCompany or the Investor, upon written notice to the Investorother, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that if any of the mutual conditions to the Closing set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied 8 shall have become incapable of fulfillment by the Termination DateDate and shall not have been waived in writing by the other party; provided, (ihowever, that the right to terminate this Agreement under this Section 9.1(c) upon a material breach of shall not be available to any covenant or agreement on party whose failure to fulfill any obligation under this Agreement has been the part of the Investor set forth in this Agreementcause of, or (ii) if any representation or warranty of resulted in, the Investor shall have been or become untrue, in each case such that any of failure to consummate the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by Transaction prior to the Termination Date;
(d) the Investor, upon if (i) any of the representations and warranties of the Company contained in Section 4 of this Agreement shall fail to be true and correct, (ii) there shall be a breach by the Company of any covenant of the Company in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Sections 6 or 8, and (B) which is not curable or, if curable, is not cured on or prior to the twentieth (20th) day after written notice thereof is given by the Investor to the Company, so long as or (iii) the Investor is Closing Date shall not then in breach of its representationshave occurred by the Termination Date; or
(e) the Company, warranties, covenants or agreements under this Agreement such that if (i) any of the conditions representations and warranties of the Investor contained in Section 5 of this Agreement shall fail to be true and correct or (ii) there shall be a breach by the Investor of any covenant of the Investor in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 7.16.5 or 8, 7.2and (B) which is not curable or, 7.3if curable, is not cured on or 7.4 hereof, as applicable, could not be satisfied by prior to the Termination Date, twentieth (i20th) upon a material breach of any covenant or agreement on the part of day after written notice thereof is given the Company set forth in this Agreement, or (ii) if any representation or warranty of to the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination DateInvestor.
Appears in 1 contract
Samples: Stock Purchase Agreement (Intellia Therapeutics, Inc.)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing byClosing:
(a) at any time by mutual written consent of the Company Vir and the InvestorGSK;
(b) either the Company or the Investorby Vir, upon thirty (30) days’ written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the Company, upon written notice to the InvestorGSK, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date;
(d) the Investor, upon written notice to the Company, so long as the Investor Vir is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company GSK set forth in this AgreementAgreement that has not been cured within such 30-day notice period, or (ii) if any representation or warranty of the Company GSK shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.17.1 could not be satisfied by the Termination Date;
(c) by GSK, 6.2upon thirty (30) days’ written notice to Vir, 6.3so long as GSK is not then in breach of its representations, 6.4 warranties, covenants or 6.5 hereofagreements under this Agreement such that any of the conditions set forth in Section 7.2 of this Agreement, as applicable, could not be satisfied by the Termination Date, (i) upon a breach of any covenant or agreement on the part of Vir set forth in this Agreement that has not been cured within such 30-day notice period, or (ii) if any representation or warranty of Vir shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.2 of this Agreement could not be satisfied by the Termination Date;
(d) by either Vir or GSK, upon written notice to the other, if the Closing has not occurred on or before June 30, 2021 (the “Termination Date”).
Appears in 1 contract
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten (10) business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby Transaction prior to the Termination Date;
(c) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date;
(d) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date; or
(e) either the Company or the Investor, following the termination of the Commitment Agreement in accordance with its terms.
Appears in 1 contract
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company ProQR and the InvestorLilly;
(b) either the Company ProQR or the InvestorLilly, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof 5.1 of this Agreement shall have become incapable of fulfillment by the Termination Date and such conditions shall not have been waived in writing by the other party Party within ten business days (10) Business Days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b)Section 6.1(b) of this Agreement; provided, however, that the right to terminate this Agreement under this Section 9.1(b6.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement or the Collaboration Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the CompanyProQR, upon written notice to the InvestorLilly, so long as the Company ProQR is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 5.3(a) or 6.5 hereof(b), as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor Lilly set forth in this Agreement, Agreement or (ii) if any representation or warranty of the Investor Lilly shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 5.2(b) or 7.4 hereof(c), as applicable, could not be satisfied by the Termination Date;; and
(d) the InvestorLilly, upon written notice to the CompanyProQR, so long as the Investor Lilly is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.15.2(b) or (c), 7.2as applicable, 7.3, or 7.4 hereofcould not be satisfied by the Termination Date, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company ProQR set forth in this Agreement, Agreement or (ii) if any representation or warranty of the Company ProQR shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 5.3(a) or 6.5 hereof(b), as applicable, could not be satisfied by the Termination Date.
Appears in 1 contract
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing byterminated:
(a) at any time by mutual written consent of the Company Sangamo and the InvestorBiogen;
(b) either the Company or the Investorby Sangamo, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the Company, upon written notice to the InvestorBiogen, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date;
(d) the Investor, upon written notice to the Company, so long as the Investor Sangamo is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company Biogen set forth in this Agreement, or (ii) if any representation or warranty of the Company Biogen shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.17.1 could not be satisfied by the Termination Date;
(c) by Biogen, 6.2upon written notice to Sangamo, 6.3so long as Biogen is not then in breach of its representations, 6.4 warranties, covenants or 6.5 hereofagreements under this Agreement such that any of the conditions set forth in Section 7.2, as applicable, could not be satisfied by the Termination Date, (i) upon a breach of any covenant or agreement on the part of Sangamo set forth in this Agreement, or (ii) if any representation or warranty of Sangamo shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.2 could not be satisfied by the Termination Date.
(d) by either Sangamo or Biogen, upon written notice to the other, if the Closing has not occurred on or before the outside date set forth in Section 15.3 of the Collaboration Agreement (the “Termination Date”). In such event, neither party shall have any further obligations under this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sangamo Therapeutics, Inc)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company Ionis and the InvestorBiogen;
(b) either the Company or the InvestorIonis, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the Company, upon written notice to the InvestorBiogen, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date;
(d) the Investor, upon written notice to the Company, so long as the Investor Ionis is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company Biogen set forth in this Agreement, or (ii) if any representation or warranty of the Company Biogen shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.17.1 could not be satisfied by the Termination Date;
(c) Biogen, 6.2upon written notice to Ionis, 6.3so long as Biogen is not then in breach of its representations, 6.4 warranties, covenants or 6.5 hereofagreements under this Agreement such that any of the conditions set forth in Section 7.2, as applicable, could not be satisfied by the Termination Date, upon a breach of any covenant or agreement on the part of Ionis set forth in this Agreement, or if any representation or warranty of Ionis shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.2 could not be satisfied by the Termination Date;
(d) either Ionis or Biogen, if the Closing has not occurred within 180 days after the Execution Date (the “Termination Date”), upon written notice to the other. In such event, neither party shall have any further obligations under this Agreement. Notwithstanding the foregoing, the right to terminate this Agreement under this Section 8.1(d) shall not be available to any party that knowingly fails (whether by act or omission) to fulfill any obligation under this Agreement or the Collaboration Agreement, which failure causes or results in the failure to consummate the transactions contemplated hereby prior to the Termination Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ionis Pharmaceuticals Inc)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investora Party, upon written notice to the otherother Party, if any of the mutual conditions to such Party’s obligations to the Closing set forth in Section 6, 7 or 8 hereof (as applicable) shall have become incapable of fulfillment or is not fulfilled by the end of the fourth (4th) month after the date of this Agreement (the “Termination Date Date”) and such conditions shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b)such Party; provided, however, that the right to terminate this Agreement under this Section 9.1(b12.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement or other Transaction Agreements has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date;
(d) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, if (i) upon there is a material breach of any covenant or agreement on the part of the Company set forth in this any Transaction Agreement, or (ii) if any representation or warranty of the Company set forth in this Agreement shall have been or become materially untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date, (iii) there has been any change, development, occurrence or event since the date of this Agreement that has had or would reasonably be expected to have a Material Adverse Effect on any Group Company, (iv) if the License Agreement is terminated, or (v) in accordance with Section 9.13.
(d) the Company, upon written notice to the Investor, if (i) there is a material breach of any covenant or agreement on the part of the Investor or the Parent set forth in any Transaction Agreement, (ii) if any representation or warranty of the Investor shall have been or become materially untrue, or could not be satisfied by the Termination Date, (iii) if the License Agreement is terminated, or (iv) if the Investor unreasonably withholds, conditions, delays or denies any consent requested by the Company under Section 9.1, it being understood and agreed that the Investor shall have seven (7) Business Days to consider any such request for consent under Section 9.1 and the failure of the Investor to deliver its consent unreasonably by 29 the end of such time period shall constitute grounds for the Company to terminate this Agreement thereafter under this Section 12.1(d) if the Company so elects.
Appears in 1 contract
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:: 15
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b)party; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that if (i) any of the conditions representations and warranties of the Company contained in Section 4 of this Agreement shall fail to be true and correct, (ii) there shall be a breach by the Company of any covenant of the Company in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 6.1Sections 6 or 8, 6.2and (B) which is not curable or, 6.3if curable, 6.4 is not cured on or 6.5 hereofprior to the twentieth (20th) day after written notice thereof is given by the Investor to the Company, as applicable, could or (iii) the Closing Date shall not be satisfied have occurred by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date;; or
(d) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that if (i) any of the conditions representations and warranties of the Investor contained in Section 5 of this Agreement shall fail to be true and correct or (ii) there shall be a breach by the Investor of any covenant of the Investor in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 7.17 or 8, 7.2and (B) which is not curable or, 7.3if curable, is not cured on or 7.4 hereof, as applicable, could not be satisfied by prior to the Termination Date, twentieth (i20th) upon a material breach of any covenant or agreement on the part of day after written notice thereof is given the Company set forth in this Agreement, or (ii) if any representation or warranty of to the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination DateInvestor.
Appears in 1 contract
Samples: Stock Purchase Agreement (Alnylam Pharmaceuticals, Inc.)
Ability to Terminate. This Agreement may be terminated at any time (the effective date of such termination, which shall be no sooner than three (3) Business Days after notice of such termination, the “Termination Date”) prior to the Closing by:
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b)party; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, 7. could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable7, could not be satisfied by the Termination Date;
(d) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, or 7.4 hereof, as applicable, 6 could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable6, could not be satisfied by the Termination Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Entrada Therapeutics, Inc.)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investor, upon written notice to the otherother no earlier than three (3) Business Days after March 5, 2021 (the “Termination Date”), if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and Transaction shall not have been waived in writing consummated by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b)Termination Date; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date; and provided further, that if on the Termination Date all of the conditions to Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, which conditions shall be capable of being satisfied at such time), other than the conditions set forth in Section 8.1, then the Termination Date shall automatically be extended until April 2, 2021;
(c) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party; provided, however, that the right to terminate this Agreement under this Section 9.1(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(d) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.1 or 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 7.2 or 7.4 hereof7.4, as applicable, could not be satisfied by the Termination Date;
(de) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.1 or 7.2, 7.3, or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.26.2 , 6.3, 6.4 6.3 or 6.5 hereof6.5, as applicable, could not be satisfied by the Termination Date; or
(f) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1 or 6.2, as applicable, could not be satisfied by the Termination Date, if SK Holdings and SK E&S have not delivered to the Company the duly executed Letter Agreement, pursuant to Section 3.2(a) of this Agreement by the Letter Agreement Delivery Date.
Appears in 1 contract
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the InvestorLilly;
(b) either the Company or the InvestorLilly, upon written notice to the other, other if any Closing does not occur within ten (10) Business Days of the mutual conditions to date of this Agreement (the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the “Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (bDate”); provided, however, that the right to terminate this Agreement under this Section 9.1(b8.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the CompanyLilly, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that if (i) any of the conditions representations and warranties of the Company contained in Section 4 of this Agreement shall fail to be true and correct or (ii) there shall be a breach by the Company of any covenant of the Company in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 6.1, 6.2and (B) which is not curable or, 6.3if curable, 6.4 is not cured on or 6.5 hereof, as applicable, could not be satisfied by prior to the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date;; or
(d) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that if (i) any of the conditions representations and warranties of Lilly contained in Section 5 of this Agreement shall fail to be true and correct or (ii) there shall be a breach by Lilly of any covenant of Lilly in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 7.1, 7.2, 7.3, or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3and (B) which is not curable or, 6.4 if curable, is not cured on or 6.5 hereof, as applicable, could not be satisfied by prior to the Termination Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Verve Therapeutics, Inc.)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company Precision and the InvestorNovartis;
(b) either the Company Precision or the InvestorNovartis, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof 6.1 shall have become incapable of fulfillment by July 14, 2022 (the “Termination Date Date”) and such conditions shall not have been waived in writing by the other party each Party within ten business days two Business Days after receiving receipt of written notice of an intention to terminate pursuant to this clause (bSection 7.1(b); provided, however, that the right to terminate this Agreement under this Section 9.1(b7.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement, the Collaboration and License Agreement, or the Registration Rights Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the CompanyPrecision, upon written notice to the InvestorNovartis, so long as the Company Precision is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 6.3(a) or 6.5 hereof(b), as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor Novartis set forth in this Agreement, Agreement or (ii) if any representation or warranty of the Investor Novartis shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 6.2(b) or 7.4 hereof(c), as applicable, could not be satisfied by the Termination Date;; and
(d) the InvestorNovartis, upon written notice to the CompanyPrecision, so long as the Investor Novartis is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, 6.2(b) or 7.4 hereof(c), as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company Precision set forth in this Agreement, or (ii) if any representation or warranty of the Company Precision shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 6.3(a) or 6.5 hereof(b), as applicable, could not be satisfied by the Termination Date, or (iii) if there has been any change, development, occurrence or event since the Execution Date that has had or would reasonably be expected to have a Material Adverse Effect on Precision.
Appears in 1 contract
Samples: Stock Purchase Agreement (Precision Biosciences Inc)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date;; ActiveUS 170788961v.22
(d) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Neurocrine Biosciences Inc)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investor, upon written notice to the other no earlier than June 30, 2021 (the “Termination Date”), if the Transaction shall not have been consummated by the Termination Date;
(c) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b); c) provided, however, that the right to terminate this Agreement under this Section 9.1(b9.1(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(cd) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable6, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable7, could not be satisfied by the Termination Date;
(de) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, or 7.4 hereof, as applicable7, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable6, could not be satisfied by the Termination Date.
Appears in 1 contract
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investor, upon written notice to the other no earlier than January 3, 2019 (the “Termination Date”), if the Transaction shall not have been consummated by the Termination Date; (c) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days (10) Business Days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b); c) provided, however, that the right to terminate this Agreement under this Section 9.1(b9.1(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 6.3 or 6.5 hereof6.4, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, which breach is not cured within 10 Business Days after the Company provides the Investor with written notice thereof, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof7.4, as applicable, could not be satisfied by the Termination Date;
(d) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.2 or 7.3, or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, which breach is not cured within 10 Business Days after the Investor provides the Company with written notice thereof, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 6.3 or 6.5 hereof6.4, as applicable, could not be satisfied by the Termination Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Arrowhead Pharmaceuticals, Inc.)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the InvestorLilly;
(b) either the Company or the InvestorLilly, upon written notice to the otherother after one hundred and eighty (180) days from the date of this Agreement (the “Termination Date”), if any of the mutual conditions to the Closing set forth in Section 8 hereof shall transactions contemplated hereby have become incapable of fulfillment not been consummated by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b)Date; provided, however, that the right to terminate this Agreement under this Section 9.1(b8.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the CompanyLilly, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that if (i) any of the conditions representations and warranties of the Company contained in Section 4 of this Agreement shall fail to be true and correct or (ii) there shall be a breach by the Company of any covenant of the Company in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 6.1, 6.2and (B) which is not curable or, 6.3if curable, 6.4 is not cured on or 6.5 hereof, as applicable, could not be satisfied prior to the twentieth (20th) day after written notice thereof is given by Lilly to the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date;Company; or
(d) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that if (i) any of the conditions representations and warranties of Lilly contained in Section 5 of this Agreement shall fail to be true and correct or (ii) there shall be a breach by Lilly of any covenant of Lilly in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 7.16.2, 7.2and (B) which is not curable or, 7.3if curable, is not cured on or 7.4 hereof, as applicable, could not be satisfied prior to the twentieth (20th) day after written notice thereof is given by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Dateto Lilly.
Appears in 1 contract
Samples: Stock Purchase Agreement (Verve Therapeutics, Inc.)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b)party; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that if (i) any of the conditions representations and warranties of the Company contained in Section 4 of this Agreement shall fail to be true and correct, (ii) there shall be a breach by the Company of any covenant of the Company in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 6.1Sections 6 or 8, 6.2and (B) which is not curable or, 6.3if curable, 6.4 is not cured on or 6.5 hereofprior to the twentieth (20th) day after written notice thereof is given by the Investor to the Company, as applicable, could or (iii) the Closing Date shall not be satisfied have occurred by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date;; or
(d) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that if (i) any of the conditions representations and warranties of the Investor contained in Section 5 of this Agreement shall fail to be true and correct or (ii) there shall be a breach by the Investor of any covenant of the Investor in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 7.17 or 8, 7.2and (B) which is not curable or, 7.3if curable, is not cured on or 7.4 hereof, as applicable, could not be satisfied by prior to the Termination Date, twentieth (i20th) upon a material breach of any covenant or agreement on the part of day after written notice thereof is given the Company set forth in this Agreement, or (ii) if any representation or warranty of to the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination DateInvestor.
Appears in 1 contract
Samples: Stock Purchase Agreement (Regeneron Pharmaceuticals, Inc.)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investor, upon written notice to the other no earlier than March 18, 2015 (the “Termination Date”), if the Transaction shall not have been consummated by the Termination Date;
(c) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b); c) provided, however, that the right to terminate this Agreement under this Section 9.1(b9.1(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(cd) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.1 or 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof7.4, as applicable, could not be satisfied by the Termination Date;
(de) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.2 or 7.3, or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 6.3 or 6.5 hereof6.4, as applicable, could not be satisfied by the Termination Date.
Appears in 1 contract
Ability to Terminate. This Subscription Agreement may be terminated at any time prior to the Closing by:
(ai) mutual written consent of the Company and the InvestorSubscriber;
(bii) either the Company or the InvestorSubscriber, upon written notice to the other no earlier than May 1, 2022 (the “Termination Date”), if the Subscription shall not have been consummated by the Termination Date; provided, however, that the right to terminate this Subscription Agreement under this Section 8.1(ii) shall not be available to any party whose failure to fulfill any obligation under this Subscription Agreement has been the 18 cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(iii) either the Company or the Subscriber, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof 3.2.1 shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b)party; provided, however, that the right to terminate this Subscription Agreement under this Section 9.1(b8.1(iii) shall not be available to any party whose failure to fulfill any obligation under this Subscription Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(civ) the Company, upon written notice to the InvestorSubscriber, so long as the Company is not then in material breach of its representations, warranties, covenants or agreements under this Subscription Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 3.2.1 or 6.5 hereof, as applicable, 3.2.3 could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor Subscriber set forth in this Subscription Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 3.2.1 or 7.4 hereof, as applicable, 3.2.2 could not be satisfied by the Termination Date;; or
(dv) the InvestorSubscriber, upon written notice to the Company, so long as the Investor Subscriber is not then in material breach of its representations, warranties, covenants or agreements under this Subscription Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, 3.2.1 or 7.4 hereof, as applicable, 3.2.2 could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Subscription Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that if any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 3.2.1 or 6.5 hereof, as applicable, 3.2.3 could not be satisfied by the Termination Date.
Appears in 1 contract
Samples: Subscription Agreement (PureCycle Technologies, Inc.)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
: (a) mutual written consent of the Company and the Investor;
; (b) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
; - 22 - ACTIVEUS 197300656v.12 (c) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date;
; (d) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Neurocrine Biosciences Inc)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company Precision and the InvestorLilly;
(b) either the Company Precision or the InvestorLilly, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof 6.1 of this Agreement shall have become incapable of fulfillment by the Termination Date and such conditions shall not have been waived in writing by the other party Party within ten business days (10) Business Days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b)Section 7.1(b) of this Agreement; provided, however, that the right to terminate this Agreement under this Section 9.1(b7.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement or the Development and License Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the CompanyPrecision, upon written notice to the InvestorLilly, so long as the Company Precision is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 6.3(a) or 6.5 hereof(b), as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor Lilly set forth in this Agreement, Agreement or (ii) if any representation or warranty of the Investor Lilly shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 6.2(b) or 7.4 hereof(c), as applicable, could not be satisfied by the Termination Date;
(d) the InvestorLilly, upon written notice to the CompanyPrecision, so long as the Investor Lilly is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.16.2(b) or (c), 7.2as applicable, 7.3, or 7.4 hereofcould not be satisfied by the Termination Date, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company Precision set forth in this Agreement, Agreement or (ii) if any representation or warranty of the Company Precision shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 6.3(a) or 6.5 hereof(b), as applicable, could not be satisfied by the Termination Date; and
(e) either Lilly or Precision, upon written notice to the other, if the Closing has not occurred on or before the second (2nd) Business Day following the outside date set forth in Section 10.1 of the Development and License Agreement (the “Termination Date”).
Appears in 1 contract
Samples: Stock Purchase Agreement (Precision Biosciences Inc)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
: (a) mutual written consent of the Company Ionis and the Investor;
Biogen; (b) either the Company or the InvestorIonis, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the Company, upon written notice to the InvestorBiogen, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date;
(d) the Investor, upon written notice to the Company, so long as the Investor Ionis is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company Biogen set forth in this Agreement, or (ii) if any representation or warranty of the Company Biogen shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.17.1 could not be satisfied by the Termination Date; (c) Biogen, 6.2upon written notice to Ionis, 6.3so long as Biogen is not then in breach of its representations, 6.4 warranties, covenants or 6.5 hereofagreements under this Agreement such that any of the conditions set forth in Section 7.2, as applicable, could not be satisfied by the Termination Date., upon a breach of any covenant or agreement on the part of Ionis set forth in this Agreement, or if any representation or warranty of Ionis shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.2 could not be satisfied by the Termination Date; (d) either Ionis or Biogen, if the Closing has not occurred within 180 days after the Execution Date (the “Termination Date”), upon written notice to the other. In such event, neither party shall have any further obligations under this Agreement. Notwithstanding the foregoing, the right to terminate this Agreement under this Section 8.1(d) shall not be available to any party that knowingly fails (whether by act or omission) to fulfill any obligation under this Agreement or the Collaboration Agreement, which failure causes or results in the failure to consummate the transactions contemplated hereby prior to the Termination Date. 8.2
Appears in 1 contract
Samples: Stock Purchase Agreement
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the InvestorPurchaser;
(b) either the Company or the InvestorPurchaser, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof 2.2(d) shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt party;
(c) the Purchaser, if any of written notice the Purchaser’s conditions to Closing in Section 2.2(c) shall have become incapable of an intention to terminate pursuant to this clause (b); fulfillment by the Termination Date and have not been waived by the Purchaser, provided, however, that the right to terminate this Agreement under this Section 9.1(b5.1(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement the Purchaser if the Purchaser has been the cause of, or resulted in, the failure to consummate of the transactions contemplated hereby conditions in Section 2.2(c) to be fulfilled prior to the Termination Date;
(c) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date;; or
(d) the InvestorCompany, upon written notice if any of the Company’s conditions to Closing in Section 2.2(b) shall have become incapable of fulfillment by the Termination Date and have not been waived by the Company, so long as provided, however, that the Investor is not then in breach of its representations, warranties, covenants or agreements right to terminate this Agreement under this Agreement such that any Section 5.1(c) shall not be available to the Company if the Company has been the cause of, or resulted in, the failure to of the conditions set forth in Section 7.1, 7.2, 7.3, or 7.4 hereof, as applicable, could not 2.2(b) to be satisfied by fulfilled prior to the Termination Date. Additionally, (i) upon a material breach of any covenant or agreement this Agreement shall automatically terminate at 5:00 pm ET on the part of Termination Date without any action required by either the Purchaser or the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company Closing shall not have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied occurred by the Termination Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Provention Bio, Inc.)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall not have been fulfilled or shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days Business Days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby Transaction prior to the Termination Date;
(c) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 6.4, 6.5 or 6.5 6.6 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date;; or
(d) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 6.4, 6.5 or 6.5 6.6 hereof, as applicable, could not be satisfied by the Termination Date.
Appears in 1 contract
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investor, upon written notice to the otherother after one hundred and eighty (180) days from the date hereof (the “Termination Date”), if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and Transaction shall not have been waived in writing consummated by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b)Termination Date; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) either the CompanyCompany or the Investor, upon written notice to the Investorother, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that if any of the mutual conditions to the Closing set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied 8 shall have become incapable of fulfillment by the Termination DateDate and shall not have been waived in writing by the other party; provided, (ihowever, that the right to terminate this Agreement under this Section 9.1(c) upon a material breach of shall not be available to any covenant or agreement on party whose failure to fulfill any obligation under this Agreement has been the part of the Investor set forth in this Agreementcause of, or (ii) if any representation or warranty of resulted in, the Investor shall have been or become untrue, in each case such that any of failure to consummate the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by transactions contemplated hereby prior to the Termination Date;
(d) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that if (i) any of the conditions representations and warranties of the Investor contained in Section 5 of this Agreement shall fail to be true and correct or (ii) there shall be a breach by the Investor of any covenant of the Investor in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 7.16 or 8, 7.2and (B) which is not curable or, 7.3if curable, is not cured on or 7.4 hereofprior to the twentieth (20th) day after written notice thereof is given the Company to the Investor;
(e) the Investor, as applicable, could not be satisfied by the Termination Date, if (i) upon a material breach any of any covenant or agreement on the part representations and warranties of the Company set forth contained in Section 4 of this Agreement, Agreement shall fail to be true and correct or (ii) if there shall be a breach by the Company of any representation or warranty covenant of the Company shall have been or become untruein this Agreement that, in each case such that any either case, (A) would result in the failure of the conditions a condition set forth in Section 6.17 or 8, 6.2and (B) which is not curable or, 6.3if curable, 6.4 is not cured on or 6.5 hereof, as applicable, could not be satisfied prior to the twentieth (20th) day after written notice thereof is given by the Termination DateInvestor to the Company.
Appears in 1 contract
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investor, upon written notice to the other no earlier than three (3) Business Days after April 14, 2025 (the “Termination Date”), if the Transaction shall not have been consummated by the Termination Date; provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the principal cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date; and provided further, that if on the Termination Date all of the conditions to Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, which conditions shall be capable of being satisfied at such time), other than the conditions set forth in Section 7.1, Section 7.3 and Section 7.4 (or Section 7.2, to the extent related to Section 7.1, Section 7.3 or Section 7.4) then the Termination Date shall automatically be extended until July 14, 2025;
(c) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof 7 shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b)party; provided, however, that the right to terminate this Agreement under this Section 9.1(b8.1(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the principal cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(cd) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 5.1 or 6.5 hereof5.2, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.16.1, 7.2, 7.3 6.2 or 7.4 hereof6.3, as applicable, could not be satisfied by the Termination Date;; or
(de) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, 6.1 or 7.4 hereof6.2, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.15.1, 6.25.2 , 6.35.3, 6.4 5.4, 5.5, 5.6 or 6.5 hereof5.7, as applicable, could not be satisfied by the Termination Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (SMART Global Holdings, Inc.)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company ProQR and the InvestorLxxxx;
(b) either the Company ProQR or the InvestorLilly, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment does not occur by January 20, 2023 (the “Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (bDate”); provided, however, that the right to terminate this Agreement under this Section 9.1(b6.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement or the Amended and Restated Collaboration Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the CompanyProQR, upon written notice to the InvestorLilly, so long as the Company ProQR is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 5.3(a) or 6.5 hereof(b), as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor Lilly set forth in this Agreement, Agreement or (ii) if any representation or warranty of the Investor Lilly shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 5.2(b) or 7.4 hereof(c), as applicable, could not be satisfied by the Termination Date;; and
(d) the InvestorLilly, upon written notice to the CompanyProQR, so long as the Investor Lilly is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, 5.2(b) or 7.4 hereof(c), as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company ProQR set forth in this Agreement, Agreement or (ii) if any representation or warranty of the Company ProQR shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 5.3(a) or 6.5 hereof(b), as applicable, could not be satisfied by the Termination Date.
Appears in 1 contract
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing byterminated:
(a) at any time by mutual written consent of the Company Outlook and the InvestorSyntone;
(b) either the Company or the Investorby Outlook, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the Company, upon written notice to the InvestorSyntone, so long as the Company Outlook is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof9.1, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor Syntone set forth in this Agreement, or (ii) if any representation or warranty of the Investor Syntone shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, 9.1 could not be satisfied by the Termination Date;
(dc) the Investorby Syntone, upon written notice to the CompanyOutlook, so long as the Investor Syntone is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, or 7.4 hereof9.2, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company Outlook set forth in this Agreement, or (ii) if any representation or warranty of the Company Outlook shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, 9.2 could not be satisfied by the Termination Date.
(d) by either Outlook or Syntone, upon written notice to the other, if the Closing has not occurred on or before June 3, 2020. In such event, neither party shall have any further obligations under this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Outlook Therapeutics, Inc.)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investor, upon written notice to the other no earlier than August 31, 2015 (the “Termination Date”), if the Transaction shall not have been consummated by the Termination Date;
(c) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b); c) provided, however, that the right to terminate this Agreement under this Section 9.1(b9.1(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(cd) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.1 or 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof7.4, as applicable, could not be satisfied by the Termination Date;
(de) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.2 or 7.3, or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 6.3 or 6.5 hereof6.4, as applicable, could not be satisfied by the Termination Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Achillion Pharmaceuticals Inc)
Ability to Terminate. This Agreement may be terminated at any time (the effective date of such termination, the “Termination Date”) prior to the Closing by:
(a) mutual written consent of the Company and the InvestorPurchaser;
(b) either the Company or the InvestorPurchaser, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b)party; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the Company, upon written notice to the InvestorPurchaser, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 7.1 or 6.5 hereof7.2, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor Purchaser set forth in this Agreement, or (ii) if any representation or warranty of the Investor Purchaser shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.1 or 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date;
(d) the InvestorPurchaser, upon written notice to the Company, so long as the Investor Purchaser is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, 6.1 or 7.4 hereof6.2, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.1 or 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (SpringWorks Therapeutics, Inc.)
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company ProQR and the InvestorLxxxx;
(b) either the Company ProQR or the InvestorLilly, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment does not occur by November 20, 2024 (the “Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (bDate”); provided, however, that the right to terminate this Agreement under this Section 9.1(b6.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) the CompanyProQR, upon written notice to the InvestorLilly, so long as the Company ProQR is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 5.3(a) or 6.5 hereof(b), as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor Lilly set forth in this Agreement, Agreement or (ii) if any representation or warranty of the Investor Lilly shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 5.2(b) or 7.4 hereof(c), as applicable, could not be satisfied by the Termination Date;; and
(d) the InvestorLilly, upon written notice to the CompanyProQR, so long as the Investor Lilly is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, 5.2(b) or 7.4 hereof(c), as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company ProQR set forth in this Agreement, Agreement or (ii) if any representation or warranty of the Company ProQR shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.15.3(a), 6.2, 6.3, 6.4 (b) or 6.5 hereof(f), as applicable, could not be satisfied by the Termination Date.
Appears in 1 contract
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment has not occurred by the Termination Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b)Date; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby Transaction prior to the Termination Date;
(c) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.2 or 7.3 or 7.4 hereof, as applicable, could not be satisfied by and such breach or failure to be true is not curable prior to the Termination Date;, or if curable prior to the Termination Date, has not been cured within the earlier of (x) thirty (30) days after the giving of written notice of such breach or failure by the Company to the Investor and (y) three (3) Business Days prior to the Termination Date; or
(d) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.3, 7.2 or 7.4 7.3 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied and such breach or failure to be true is not curable prior to the Termination Date, or if curable prior to the Termination Date, has not been cured within the earlier of (x) thirty (30) days after the giving of written notice of such breach or failure by the Investor to the Company and (y) three (3) Business Days prior to the Termination Date.
Appears in 1 contract
Samples: Subscription Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Ability to Terminate. This Agreement may be terminated at any time prior to the a Closing by:
(a) mutual written consent of the Company and the Investor;
(b) upon the termination of the License Agreement pursuant to its terms;
(c) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the applicable Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date November 26, 2018 date following the applicable Triggering Event, and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b)party; provided, however, that the right to terminate this Agreement under this Section 9.1(b9.1(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination November 26, 2018 date following the applicable Triggering Date, as applicable;
(cd) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.1 or 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Closing Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof7.4, as applicable, could not be satisfied by the Termination applicable Closing Date;
(de) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.1 or 7.2, 7.3, or 7.4 hereof, as applicable, could not be satisfied by the Termination Closing Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 6.3 or 6.5 hereof6.4, as applicable, could not be satisfied by the Termination applicable Closing Date.
Appears in 1 contract
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Closing Date and shall not have been waived in writing by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b)party; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Closing Date;
(c) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that if (i) any of the conditions representations and warranties of the Investor contained in Section 5 of this Agreement shall fail to be true and correct or (ii) there shall be a breach by the Investor of any covenant of the Investor in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 6.16 or 8, 6.2and (B) which is not curable or, 6.3if curable, 6.4 is not cured on or 6.5 hereof, as applicable, could not be satisfied prior to the twentieth (20th) day after written notice thereof is given by the Termination Date, (i) upon a material breach of any covenant or agreement on Company to the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination DateInvestor;
(d) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that if (i) any of the conditions representations and warranties of the Company contained in Section 4 of this Agreement shall fail to be true and correct or (ii) there shall be a breach by the Company of any covenant of the Company in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 7.17 or 8, 7.2and (B) which is not curable or, 7.3if curable, is not cured on or 7.4 hereof, as applicable, could not be satisfied prior to the twentieth (20th) day after written notice thereof is given by the Termination Date, (i) upon a material breach of any covenant or agreement on Investor to the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination DateCompany.
Appears in 1 contract
Ability to Terminate. This Agreement may be terminated at any time prior to the Closing by:
(a) mutual written consent of the Company and the Investor;
(b) either the Company or the Investor, upon written notice to the otherother after one hundred and twenty (120) days from the date hereof (the “Termination Date”), if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by the Termination Date and Transaction shall not have been waived in writing consummated by the other party within ten business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b)Termination Date; providedprovided further, however, that the right to terminate this Agreement under this Section 9.1(b10.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(c) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 9 shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party; provided, however, that the right to terminate this Agreement under this Section 10.1(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(d) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6.1, 6.2, 6.3, 6.4 8.1 or 6.5 hereof8.2, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, 7.3 8.1 or 7.4 hereof8.2, as applicable, could not be satisfied by the Termination Date;
(de) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.1, 7.2, 7.2 or 7.3, or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6.17.1, 6.2, 6.3, 6.4 7.2 or 6.5 hereof7.3, as applicable, could not be satisfied by the Termination Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Alnylam Pharmaceuticals, Inc.)
