Acknowledgment of Provisional Rights Sample Clauses

Acknowledgment of Provisional Rights. Notwithstanding the foregoing, the Company and each Initial Shareholder acknowledges (i) Anteris’ right to receive the Tranche Two Purchased Shares as described in and subject to the terms of that certain Contribution and Stock Purchase Agreement by and between the parties, dated of even date herewith (the “Purchase Agreement”) and (ii) Dr. Mxxxxxx XxXxxxxx’x right to receive the IP Shares as described in and subject to the terms of Section 2.6 (the rights described in clause (i) and (ii), collectively, the “Provisional Rights”), and that such Provisional Rights shall not give rise to (A) the anti-dilution rights of the Initial Shareholders under Section 2.3(b) (unless at the time of issuance of the Tranche Two Purchased Shares or the IP Shares, as applicable, the Funding Threshold has not been achieved), (B) preemptive rights of the Initial Shareholders under Section 2.3(c) or (C) termination of this Agreement under Section 9.7.
Sample 1
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Related to Acknowledgment of Provisional Rights

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Definitions As used in this Agreement:

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