Anteris Option Sample Clauses

Anteris Option. Upon the achievement of FIH by the Company, Anteris shall have the option but not the obligation (the “Anteris Option”) to purchase all issued and outstanding Shares of the Company held by the Initial Shareholders (considering for this purpose the issuance of shares to Dr. Mxxxxxx XxXxxxxx pursuant to Section 2.6) at a price determined through an appraisal process substantially similar to the one set forth in Section 5.1(b) (whereby Anteris would be the Purchaser and the Initial Shareholders would be the Sellers); provided, however, that the purchase price for such Shares must be based upon a total enterprise value for the Company of not less than $150,000,000.00 (the “Floor”). In the event that Anteris exercises the Anteris Option, each Initial Shareholder shall cooperate with the sale of the Shares to Anteris in the same manner as required of Remaining Shareholders (as defined below) in Sections 7.1 and 7.3.
Sample 1
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Related to Anteris Option

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

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

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

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • 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.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • 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.

  • 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.

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