Certain Changes in Control. Notwithstanding the foregoing, if there is a Change in Control as described under Section 2(d), then Participant, or the Participant’s legal representatives, beneficiaries or heirs, as the case may be, shall receive, within ten (10) days of the occurrence of such Change in Control, a cash payment from the Company in an amount based on the number of Shares calculated under Section 1(b) multiplied by the Ending Price as determined under Section 1(b)(iv).
Certain Changes in Control. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall automatically terminate, without further action by the parties, in the event of (a) a transaction or series of related transactions in which Affitech AS, BioInvent Therapeutic AB, Biosite Incorporated, Cambridge Antibody Technology Limited, Crucell N.V., Dyax Corporation or any entity or person whose principal business is, or who has a substantial business in, the out-licensing, commercial manufacture, sale, offer for sale, import for sale or export for sale of immunoglobulin or antibody phage display services, immunoglobulin or antibody phage display libraries, immunoglobulin or antibody phage display products or immunoglobulin or antibody phage display materials is a party and which results in a Change in Control of MORPHOSYS, or (b) a transaction or series of related transactions in which MORPHOSYS is a party and which results in a Change in Control of a person or entity described in clause (a) above.
Certain Changes in Control. Notwithstanding any other provision of this Agreement to the contrary, the license and other rights granted pursuant to Article 2 shall automatically terminate, without further action by the parties, in the event of (a) a transaction or series of related transactions in which [*] is a party and which results in a Change of Control of DYAX, or (b) a transaction or series of related transactions in which DYAX is a party and which results in a Change in Control of a person or entity described in clause (a) above.
Certain Changes in Control. If a Change in Control shall occur and such Change in Control constitutes a Non-Surviving Event, the Committee shall (i) accelerate, to the Change in Control date, the time at which the Award will become nonforfeitable and shall cause the Company to purchase the accelerated portion of the Award at a price equal to the Change in Control Price multiplied by the number of shares of Common Stock subject to the Award, provided that in connection with the Change in Control shares of a Person subject to 12(b) or 12(g) of the Exchange Act (a "Public Entity") are not issuable or deliverable in exchange for Common Stock in whole or in part or (ii) if a Public Entity remains following the Change in Control and as part of such Non-Surviving Event shares of the Public Entity are issuable or deliverable, in whole or in part, in exchange for Common Stock, then the Award shall thereafter entitle you to that number of shares of stock of the Public Entity, other securities, cash or property which a holder of the number of shares of Common Stock subject to the Award would be entitled to in connection with the Change in Control.
Certain Changes in Control. (a) Notwithstanding any other provision of this Agreement to the contrary, except as set forth in Section 8.3(b), this Agreement shall automatically terminate, without further action by the parties, in the event of (i) a transaction or series of related transactions in which [XXX] is a party and which results in a Change of Control of CAT, or (ii) a transaction or series of related transactions in which CAT is a party and which results in a Change in Control of a person or entity described in clause (i) above; provided, that this Section 8.3(a) shall not apply if CAT shall make to XOMA a cash payment of [XXX] Dollars (US$[XXX]) within five (5) business days following consummation of such transaction or series of related transactions.
(b) In the event that (i) a transaction or series of related transactions described in Section 8.3(a) is consummated in accordance with the proviso thereto and (ii) the party to such transaction or series of transactions other than CAT (the “Acquisition Party”) has in place at the time of such transaction or series of transactions a license agreement with XOMA under the XOMA Patent Rights covering substantially the same activities as are covered by this Agreement (a “Separate License”), then (A) for so long as the phage display businesses of CAT, on the one hand, and the Acquisition Party, on the other hand, are operated as separate business units (as reflected in contemporaneous Records and similarly reliable documents of the Acquisition Party), then the Separate License shall apply to the business of the Acquisition Party and this Agreement shall apply to the business of CAT; and (B) if the phage display businesses of CAT, on the one hand, and the Acquisition Party, on the other hand, are no longer operated as separate business units, then this Agreement shall apply to the combined phage display business of CAT and the Acquisition Party, except that the Separate License shall continue to apply to any composition of matter or article of manufacture identified as a potential product by the separate business unit operating the phage display business of the Acquisition Party while such business was separately operated (as reflected in contemporaneous Records and similarly reliable documents of the Acquisition Party). Nothing herein shall affect any license or grant of rights by any Acquisition Party to XOMA or, except as expressly provided above with respect to obligations directly related to the activities covered by this Agree...
Certain Changes in Control. If a Change in Control (other than one in connection with which the holders of Common Stock receive consideration consisting solely of shares of common stock that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) occurs prior to the completion of the Performance Period, then Participant shall receive, within ten (10) days of the occurrence of such Change in Control, a cash payment from the Company equal to the product of (A) the number of Performance Units subject to this Award Agreement; (B) the 30‑day trading average of Common Stock through the date of the Change in Control, but such amount shall not be less than the highest per share price offered to stockholders in any transaction whereby the Change in Control takes place; and (C) the Payout Percentage, except that Cumulative ROIC Over WACC shall be equal to the higher of (1) WACC plus 3.0% and (2) Cumulative ROIC Over WACC determined in accordance with Exhibit A as if the Performance Period had ended at the end of the last day of the Company’s last completed fiscal year (determined as of the date of the Change in Control). Notwithstanding the foregoing, if such Change in Control occurs after completion of the Performance Period but prior to payment, then the Participant shall receive a cash payment as described in this Section 3(b)(i) except that the 30‑day trading average shall be determined through the last day of the Performance Period, and the Cumulative ROIC Over WACC shall be determined in accordance with Exhibit A without modification.
Certain Changes in Control. (a) Notwithstanding any other provision of this Agreement to the contrary, solely at XOMA’s option, unless the provisions of Section 10.3(b) are met, the license and other rights granted to AFFIMED and any AFFIMED Collaborators pursuant to Article 2 shall automatically terminate, in whole or in part, without further action by the parties, in the event of a transaction or series of related transactions in which AFFIMED is a party and which results in a Change in Control of AFFIMED or the sale of all or substantially all of the antibody discovery or assets used for Antibody Phage by AFFIMED.
(b) The provisions of Section 10.3(a) shall, for a single Change of Control transaction not apply to the purchase of AFFIMED or all of the antibody discovery assets used for Antibody Phage Display by AFFIMED to a Third Party if (i) the acquiring Third Party has a market capitalization of less than ***** (as determined either by the acquirer’s share price on the relevant stock exchange thirty (30) days prior to the Change of Control becoming effective or (when the acquiring Third Party is not listed) by the value as determined in the acquirer’s last financing round according to the generally accepted principles for the evaluation of companies as applied in such a financing round, provided, however, that the market capitalization threshold set forth in this Section 10.3(b)(i) shall be adjusted (i.e., increased or decreased) by multiplying it by a fraction (expressed as a percentage), the numerator of which is the average NASDAQ Composite Index for the thirty (30) days beginning sixty (60) days, and ending thirty (30) days, prior to the Change of Control becoming effective and the denominator of which is the average NASDAQ Composite Index for the thirty (30) days after the Effective Date; (ii) such acquiring Third Party either is not engaged in a Commercial Antibody Phage Display Business or Commercial Antibody Evolution Business or is engaged in a Commercial Antibody Phage Display Business or Commercial Antibody Evolution Business that has been licensed by XOMA (in which case XOMA shall elect which license continues); (iii) such acquiring Third Party quitclaims any right to extend this Agreement to any Immunoglobulin discovered, isolated, characterized or optimized by its or any other Third Party prior to the effective date of the Change of Control; and (iv) such acquiring Third Party agrees to be bound by all the applicable provisions of this Agreement on a going forward ...
Certain Changes in Control. (a) Notwithstanding any other provision of this Agreement to the contrary, solely at XOMA’s option, unless the provisions of Section 10.3(b) are met, the license and other rights granted to AFFIMED and any AFFIMED Collaborators pursuant to Article 2 shall automatically terminate, in whole or in part, without further action by the parties, in the event of a transaction or series of related transactions in which AFFIMED is a party and which results in a Change in Control of AFFIMED or the sale of all or substantially all of the antibody discovery or assets used for Antibody Phage by AFFIMED.
(b) [Text intentionally omitted.]
Certain Changes in Control. PQC agrees that neither PQC nor Flagship ------------------------- will (i) merge or consolidate with or into, (ii) joint venture with, (iii) sell or lease all or substantially all of their assets to, (iv) grant governance participation to, (v) become managed by, or (vi) sell a controlling interest in the stock of Flagship or PQC to, a Baltimore Health Care Entity without the approval of a majority of the members of the Management Committee. A Baltimore
Certain Changes in Control. If a Change in Control (other than one in connection with which the holders of Common Stock receive consideration consisting solely of shares of common stock that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) occurs prior to the completion of the Performance Period, then Participant shall receive, within ten (10) days of the occurrence of such Change in Control, a cash payment from the Company calculated in accordance with Exhibit A, taking into account Section 4, provided that: (A) the Ending Value shall be an amount not less than the highest per share price offered to stockholders in any transaction whereby the Change in Control takes place; and (B) Cumulative ROIC Over WACC shall be equal to the higher of (1) WACC plus 3.0% and (2) Cumulative ROIC Over WACC determined in accordance with Exhibit A as if the Performance Period had ended at the end of the last day of the Company’s last completed fiscal year. Notwithstanding the foregoing, if such Change in Control occurs after completion of the Performance Period but prior to payment, then the Participant shall receive a cash payment as described in this Section 3(b)(i) except that Cumulative ROIC Over WACC shall be determined in accordance with Exhibit A without modification.
