Acquisition Process. If Kite Realty timely delivers an Exercise Notice following receipt of a ROFR Notice, subject to Section 4.1, the provisions of Article III shall govern the acquisition of the LLC Interest. If Kite Realty timely delivers an OP Notice following receipt of a ROFR Notice, subject to Section 4.1, the provisions of Article III (excluding Section 3.1(a)) shall govern the acquisition of the LLC Interest to the extent not inconsistent with the Acquisition Terms; it being understood that if the Purchase Price is paid in Units, the value of Units shall be their Market Value as defined in Section 3.1(b).
Acquisition Process. In the event that Kite Realty elects to accomplish the transfer of the LLC Interest through the Member Interest Acquisition: (i) the Exercise Notice shall specify that Kite Realty elects to effectuate the Member Interest Acquisition pursuant to this Section 5.2; (ii) subject to this Section 5.2, the provisions of Article III shall govern the Member Interest Acquisition; (iii) the purchase price to be paid by Kite Realty for the Member Interests shall be equal to the Acquisition Consideration for the LLC Interest as calculated in accordance with Section 3.1, subject to the adjustments in Section 5.2(b), with each Member entitled to receive such Member’s pro rata share of such Acquisition Consideration based on such Member’s percentage interest in Optionor (as set forth in Exhibit B); (iv) subject to Section 3.1(f), the Member Interests shall be conveyed, and the Closing Date of such acquisition shall occur, within the later of (a) 15 days after the last day of the month immediately following the month in which the Exercise Notice is delivered or (b) 45 days after the determination of the FMV of the Property at the time in accordance with Section 3.1; and (v) on or prior to the Closing Date, subject to Section 3.1(f), the Members, Optionor and Kite Realty shall execute and deliver the closing documentation described on Exhibit C hereto regarding the Member Interest Acquisition, and, thereafter, the Members, Optionor and Kite Realty shall additionally acknowledge, execute, deliver and/or file (as the case may be) any and all other documents, agreements or instruments reasonably necessary or appropriate to effectuate the Member Interest Acquisition in accordance with the terms of this Agreement.
Acquisition Process. In the event that Kite Realty elects to accomplish the transfer of the Property through the Interest Acquisition: (i) the Exercise Notice shall specify that Kite Realty elects to effectuate the Interest Acquisition pursuant to this Section 5.3; (ii) subject to this Section 5.3, the provisions of Article III shall govern the Interest Acquisition; (iii) the purchase price to be paid by Kite Realty for the Interests shall be equal to the Acquisition Consideration for the Property as calculated in accordance with Section 3.1, with each Member entitled to receive such Member’s pro rata share of such Acquisition Consideration based on such Member’s percentage interest in Optionor (as set forth in Exhibit B); (iv) subject to Section 3.1(f), the Interests shall be conveyed, and the Closing Date of such acquisition shall occur, within the later of (a) 15 days after the last day of the month immediately following the month in which the Exercise Notice is delivered or (b) 45 days after the determination of the FMV of the Property (or a Portion, as applicable) at the time in accordance with Section 3.1; and (v) on or prior to the Closing Date, subject to Section 3.1(f), the Members and Kite Realty shall execute and deliver the closing documentation described on Exhibit D hereto regarding the Interest Acquisition, and, thereafter, the Members and Kite Realty shall additionally acknowledge, execute, deliver and/or file (as the case may be) any and all other documents, agreements or instruments reasonably necessary or appropriate to effectuate the Interest Acquisition in accordance with the terms of this Agreement.
Acquisition Process. Under and in accordance with applicable laws and regulations in Bermuda, the Acquisition will be implemented by first establishing SJNK’s special purpose company in Bermuda, and then merging it into Endurance, with Endurance as the surviving company (a reverse triangular merger). Through this process, SJNK will acquire all of Endurance’s outstanding ordinary shares in return for the payment of cash consideration to Endurance’s shareholders. • The Acquisition is subject to the approval of Endurance’s shareholders at its shareholders’ meeting, and to clearances and approvals of relevant regulators. • SOMPO intends to proceed expeditiously and expects to complete the acquisition process by the end of fourth quarter of SOMPO’s fiscal year ended March 2017 (January to March).
Acquisition Process. [***]. If, after the Effective Date, a Party acquires, from any Third Party, [***] pertaining to a CNS Compound or CNS Product being Developed or Commercialized under this Agreement (“New CNS Program Technology”), the following shall apply:
Acquisition Process. If, after the Effective Date, a Party wishes to acquire from any Third Party [***] pertaining to a Peripheral Compound or Peripheral Product being Developed or Commercialized under this Agreement, or incorporate any Third Party [***] into any Peripheral Compound or Peripheral Product being Developed or Commercialized under this Agreement ([***], “New Peripheral Program Technology”), then, the following shall apply: (A) to the extent such New Peripheral Program Technology would be Denali Technology, Denali shall so notify Sanofi and provide Sanofi with a summary of the terms of any license or agreement under which Denali acquired such New Peripheral Program Technology (such applicable terms, “Denali New Peripheral Program Technology Terms”), and Sanofi shall have the right to elect whether to apply such New Peripheral Program Technology to Peripheral Compounds or Peripheral Products under this Agreement and included in the Denali Technology licensed to Sanofi hereunder; and (B) to the extent such New Peripheral Program Technology would be Sanofi Technology, Sanofi shall have the right to determine whether to apply such New Peripheral Program Technology to the Peripheral Compounds or Peripheral Products under this Agreement. In the event Sanofi elects in writing to include any such New Peripheral Program Technology in the Denali Technology, then such New Peripheral Program Technology shall be included in Denali Technology and subject to the terms and conditions of this Agreement and the Parties shall be bound by such Denali New Peripheral Program Technology Terms. In the event Sanofi does not elect in writing to apply such New Peripheral Program Technology to Peripheral Compounds or Peripheral Products, then such New Peripheral Program Technology shall thereafter be deemed excluded from the Denali Technology, as the case may be, under this Agreement.
Acquisition Process. Established processes for including security and privacy, and functional requirements, descriptions, and criteria, explicitly or by reference, in the acquisition contract for Provider Systems.
Acquisition Process. Approval of any Acquisition Process and/or any supplement or amendment thereto, other than initial Acquisition Process set forth in Exhibit I.
Acquisition Process. In connection with the acquisition and development of each Project, the Manager shall comply with an acquisition process approved by the Management Committee (the “Acquisition Process”). The initial approved Acquisition Process is set forth in Exhibit J. In conjunction with its review and approval of the Annual Plan for each ensuing fiscal year, the Management Committee may review and approve the Acquisition Process, with any additions, deletions or revisions deemed necessary or appropriate. The Acquisition Process, as so supplemented and amended, if applicable, shall then govern during the ensuing fiscal year.
