Blocking Rights Sample Clauses

Blocking Rights. (a) Neither party (nor any Affiliate or Third Party licensee of Gen-Probe) shall have the right to commence development of (and subsequently commercialize) any Nonexclusive Future Clinical Diagnostic Assay to be conducted by the Clinical Diagnostic Instruments for use in the Clinical Diagnostic Field which is directed to the same virus or marker for the same primary clinical indication as a Nonexclusive Future Clinical Diagnostic Assay which is then being sold by the other party; and Gen-Probe shall not grant any further licenses to any Affiliate or Third Party under the Gen-Probe IP Rights to develop or commercialize a Nonexclusive Future Clinical Diagnostic Assay to be conducted by the Clinical Diagnostic Instruments for use in the Clinical Diagnostic Field directed to such virus or marker for the same primary clinical indication. (b) With respect to any Nonexclusive Future Clinical Diagnostic Assay which a party selects for development under Section 4.3.1 above and subject to Section 4.3.7(c) below, if such party gives express written notice (a "Blocking Notice"), together with reasonably satisfactory evidence, to the other party that it has completed Phase 1 of the Design Review Process (as defined below) of such Nonexclusive Future Clinical Diagnostic Assay and thereafter such party diligently continues the good faith development or sale of such Nonexclusive Future Clinical Diagnostic Assay, then during the effectiveness of the Blocking Notice, (a) the other party (and if the other party is Gen-Probe, any Affiliate or Third Party licensee of Gen-Probe) shall have no right to develop or commercialize a Nonexclusive Future Clinical Diagnostic Assay to be conducted by the Clinical Diagnostic Instruments for use in the Clinical Diagnostic Field which is directed to the same virus or marker for the same primary clinical indication as the Nonexclusive Future Clinical Diagnostic Assay which is the subject of the Blocking Notice; (b) if the other party is Gen-Probe, Gen-Probe shall not grant any further licenses to any Affiliate or Third Party under the Gen-Probe IP Rights to develop or commercialize a Nonexclusive Future Clinical Diagnostic Assay to be conducted by the Clinical Diagnostic Instruments for use in the Clinical Diagnostic Field directed to the same virus or marker for the same primary clinical indication as the Nonexclusive Future Clinical Diagnostic Assay which is the subject of the Blocking Notice; and (c) the other party shall not (and shall ...
Sample 1Sample 2
AutoNDA by SimpleDocs
Blocking Rights. Subject to Section 2.4, the Company shall not take, and no Stockholder shall cause the Company to take, any of the following actions if prior to the time such action is taken, Institutional Stockholders holding in the aggregate 30% of the outstanding Common Stock Equivalents shall have voted against such action either by written consent or at a meeting held for the purpose of voting on such action: (a) the redemption, purchase or other acquisition of any Common Stock Equivalents, other than those redemptions, purchases or acquisitions made (A) pursuant to this Agreement or any employment agreement or option agreement entered into by the Company or any of its Subsidiaries, (B) on a pro rata basis among the holders of a particular class or series of securities of the Company or (C) pursuant to the terms of securities of the Company created after the date hereof which require or permit such redemption, purchase or acquisition; (b) the amendment of the Company's or any Subsidiary's certificate of incorporation or bylaws; (c) the declaration or payment of any dividend or other distribution by the Company with respect to any Common Stock Equivalents, other than those declarations or payments of dividends or other distributions that are made (A) on pro rata basis among the holders of a particular class or series of securities of the Company, (B) pursuant to the terms of securities of the Company created after the date hereof which require or permit such declaration, payment or other distribution or (C) to the Company or any Subsidiary; (d) the termination or appointment of the Chief Executive Officer or Chief Financial Officer of the Company or any Subsidiary; (e) any issuance of Common Stock Equivalents or Subsidiary Common Stock Equivalents (which are not subject to the Preemptive Rights set forth in Section 5.1) in connection with a transaction or series of related transactions involving an acquisition of the equity or assets of a Third Party which results in an aggregate issuance of greater than 10% of the total outstanding Common Stock Equivalents or Subsidiary Common Stock Equivalents (other than issuances to the Company or any Subsidiary), (f) the entering into of any transaction or agreement, directly or indirectly, by the Company or any Subsidiary with any Institutional Holder or any director, officer or Affiliate of any Institutional Holder, including any of the portfolio companies held or managed by the Institutional Holders; (g) any significant change...
Sample 1Sample 2
Blocking Rights. (a) In addition to any other rights provided by law, the Company shall not, and shall not permit any subsidiary (a "Subsidiary") to, without ---------- first obtaining the affirmative vote or written consent of the Series B Investors that own a majority of the outstanding shares of Series B Preferred Stock: (i) amend the Company's articles of incorporation or bylaws in any manner. (ii) merge, consolidate, or otherwise combine the Company with or into any other entity, or effect any sale, lease, license, assignment (for the benefit of creditors or otherwise), transfer or other conveyance or disposition of any material portion of the assets of the Company or any of its Subsidiaries, or any consolidation, merger or share exchange involving the Company or any Subsidiary or any reclassification or other change of any stock, or any recapitalization, or any dissolution, liquidation or winding up of the Company; (iii) acquire, by purchase, exchange, merger, consolidation or other business combination, lease, assignment, or other transfer or conveyance, or series of transfers or conveyances, of, all or substantially all of the properties or assets of any other corporation, entity or business (as determined in accordance with Rule 11-01(d) of Regulation S-X promulgated by the Securities and Exchange Commission), or enter into a joint venture or partnership with any other entity, in each case involving the payment of consideration or contribution by the Company or any Subsidiary in an aggregate amount or value in excess of $1,000,000; (iv) purchase, redeem or otherwise acquire for value (or pay into or set aside as a sinking fund for such purpose) any of the capital stock of the Company; provided, that this provision shall not apply to the repurchase of shares of capital stock from directors, officers, employees or consultants or of advisers to the Company or any Subsidiary pursuant to agreements under which the Company has the option to repurchase such shares upon the occurrence of certain events, including the termination of employment by or service to the Company or any Subsidiary; (v) permit any Subsidiary to issue or sell, or obligate itself to issue or sell, except to the Company or a wholly owned Subsidiary, any stock of such Subsidiary, if after giving effect to such issuance or sale, the Company or a wholly owned Subsidiary would own less than eighty percent (80%) of the outstanding stock of such Subsidiary on a fully diluted basis; (vi) authorize, issue or ...
Sample 1
Blocking Rights. Prior to an Initial Public Equity Offering, so long as any Purchaser (including any of its Affiliates) beneficially owns, in the aggregate, 50% or more of the Shares purchased by such Purchaser (including its Affiliates) on the date hereof pursuant to the Purchase Agreement (a "MAJORITY HOLDER"), then the Issuer shall not, and shall not cause or permit any of its Subsidiaries to, without the prior written consent of each such Majority Holder, (i) issue any of its Capital Stock (x) without giving each Majority Holder not less than ten Business Days prior written notice of such proposed issuance and providing each Holder with a determination of the Fair Market Value of the Capital Stock proposed to be issued or (y) at a price that is less than the Fair Market Value of such Capital Stock (other than (A) not more than 16,000,000 shares of Capital Stock pursuant to the exercise of existing stock options issued to employees, management and directors, and (B) stock options, and the shares of Capital Stock issuable pursuant to the exercise of such stock options, granted to employees, management and directors after the date hereof; PROVIDED,that the aggregate number of shares issued pursuant to such additional stock options shall not, in any fiscal year of the Issuer, exceed the sum of (1) 0.75% of the total number of shares of Capital Stock outstanding on the first day of such fiscal year, PLUS (2) the number of shares which would have been issuable in such fiscal year pursuant to stock options referred to in item (A) of this parenthetical which have theretofore been canceled); PROVIDED, that unless any Majority Holder shall object to such determination within 10 Business Days after receipt of notice thereof, such determination of Fair Market Value may be made by the Issuer's Board of Directors rather than by an Independent Financial Expert (as provided in the definition of such term) and PROVIDED, FURTHER, that, notwithstanding the foregoing, the Issuer shall not issue any shares of Preferred Stock after the date hereof; or (ii) directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with, or for the benefit of, any Affiliate of the Issuer or of a Subsidiary (other than the Issuer or a wholly owned subsidiary of the Issuer) or any beneficial holder of 10% or more of any class of Capital Stoc...
Sample 1
Blocking Rights. Blocking rights are rights given to a class of shareholders that allow that class to block or veto actions of the respective corporation or company.
Sample 1
Blocking Rights. If there is a situation where your Services are blocked (including blocking of your IP address), you agree not to overstep such blocking by any way (e.g. by use of proxy IP address or masking your IP address). Any transaction relating to illegal products or services is not allowed under the use of our Services. The Company reserves the right to suspend your Account temporarily or permanently or restrict your use if your action are violative of Section VIII.
Sample 1
Blocking Rights 
Sample 1
AutoNDA by SimpleDocs

Related to Blocking Rights

  • Transactions with Insiders So long as the Note is outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement relating to the sale, transfer or assignment of any of the Company’s tangible or intangible assets with any of its Insiders (as defined below)(or any persons who were Insiders at any time during the previous two (2) years), or any Affiliates (as defined below) thereof, or with any individual related by blood, marriage, or adoption to any such individual. Affiliate for purposes of this Section 9(r) means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “Controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. For purposes hereof, “Insiders” shall mean any officer, director or manager of the Company, including but not limited to the Company’s president, chief executive officer, chief financial officer and chief operations officer, and any of their affiliates or family members.

  • Transactions with Interested Persons Unless prohibited by the charter ------------------------------------ documents of any Member and unless entered into in bad faith, no contract or transaction between the Company and one or more of its Managers or Members, or between the Company and any other corporation, partnership, association or other organization in which one or more of its Managers or Members have a financial interest or are directors, partners, Managers or officers, shall be voidable solely for this reason or solely because such Manager or Member was present or participated in the authorization of such contract or transaction if: (a) the material facts as to the relationship or interest of such Manager or Member and as to the contract or transaction were disclosed or known to the other Managers (if any) or Members and the contract or transaction was authorized by the disinterested Managers (if any) or Members; or (b) the contract or transaction was fair to the Company as of the time it was authorized, approved or ratified by the disinterested Managers (if any) or Members; and no Manager or Member interested in such contract or transaction, because of such interest, shall be considered to be in breach of this Agreement or liable to the Company, any Manager or Member, or any other person or organization for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction.

  • Actions Without a Meeting Notwithstanding any provision contained in this Agreement, any action of the Board of Directors may be taken by written consent without a meeting. Any such action taken by the Board of Directors without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board of Directors.

  • Transactions with Certain Persons Except as set forth on Schedule --------------------------------- 5.22, no officer, director or employee of the Company, nor any member of any such person's immediate family, is presently a party to any transaction with the Company, including without limitation, any contract, agreement or other arrangement(1) providing for the furnishing of services by, (2) providing for the rental of real or personal property from, or (3) otherwise requiring payments to (other than for services as officers, directors or employees of the Company ) any such person or corporation, partnership, trust or other entity in which any such person has an interest as a shareholder, officer, director, trustee or partner.

  • Obligations with Respect to Transfers and Exchanges of Warrants (a) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of this Section 5. (b) All Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (c) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or registered holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (i) giving notices with respect to such Warrants and (ii) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the Depository, as a registered holder of the Warrants represented by the Global Warrant Certificates, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a registered holder of Warrants is entitled to give or take under this Agreement. (d) A party requesting transfer of Warrants must provide any evidence of authority that may be reasonably required by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. (e) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

  • Obligations with Respect to Transfers and Exchanges of Notes To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this ARTICLE II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Company’s and Registrar’s written request. No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require the Holder to pay a sum sufficient to cover any transfer tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to SECTIONS 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Company (and the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1)15 calendar days before the sending of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such sending or (2) 15 calendar days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A, B and C) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

  • Executive Order No 13224. Neither any Borrower nor any Affiliate of any Borrower or their respective agents acting or benefiting in any capacity in connection with the Advances or other transactions hereunder, is any of the following (each a “Blocked Person”): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (iii) a Person or entity with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224; (v) a Person or entity that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list, or (vi) a Person or entity who is affiliated or associated with a Person or entity listed above. Neither any Borrower nor to the knowledge of any Borrower, any of its agents acting in any capacity in connection with the Advances or other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.

  • March-in Rights The Performer agrees that, with respect to any subject invention in which it has retained title, DARPA has the right to require the Performer, an assignee, or exclusive licensee of a subject invention to grant a non-exclusive license to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if the Performer, assignee, or exclusive licensee refuses such a request, DARPA has the right to grant such a license itself if DARPA determines that: 1. Such action is necessary because the Performer or assignee has not taken effective steps, consistent with the intent of this Agreement, to achieve practical application of the subject invention; 2. Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the Performer, assignee, or their licensees; 3. Such action is necessary to meet requirements for public use and such requirements are not reasonably satisfied by the Performer, assignee, or licensees; or 4. Such action is necessary because the agreement required by paragraph (H) of this Article has not been obtained or waived or because a licensee of the exclusive right to use or sell any subject invention in the United States is in breach of such Agreement.

  • Executive Orders This Contract is subject to the provisions of Executive Order No. Three of Governor Xxxxxx X. Xxxxxxx, promulgated June 16, 1971, concerning labor employment practices, Executive Order No. Seventeen of Governor Xxxxxx X. Xxxxxxx, promulgated February 15, 1973, concerning the listing of employment openings and Executive Order No. Sixteen of Governor Xxxx X. Xxxxxxx promulgated August 4, 1999, concerning violence in the workplace, all of which are incorporated into and are made a part of the Contract as if they had been fully set forth in it. The Contract may also be subject to Executive Order No. 14 of Governor M. Xxxx Xxxx, promulgated April 17, 2006, concerning procurement of cleaning products and services, Executive Order No. 61 of Governor Xxxxxx X. Xxxxxx promulgated December 13, 2017 concerning the Policy for the Management of State Information Technology Projects, as issued by the Office of Policy and Management, Policy ID IT-SDLC-17-04, and Executive Order No. 49 of Governor Xxxxxx X. Xxxxxx, promulgated May 22, 2015, mandating disclosure of certain gifts to public employees and contributions to certain candidates for office in accordance with their respective terms and conditions. If Executive Orders 14, 61 or 49 are applicable, it is deemed to be incorporated into and are made a part of the Contract as if it had been fully set forth in it. At the Contractor’s request, the State shall provide a copy of these orders to the Contractor.

  • Communications with Shareholders Any notices, reports, statements, or communications with Shareholders of any kind required under this Declaration, including any such communications with Shareholders or their counsel or other representatives required under Section 9.8 hereof, or otherwise made by the Trust or its agents on behalf of the Trust shall be governed by the provisions pertaining thereto in the Bylaws.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!