Certain Permitted Activities. Notwithstanding anything in this Section to the contrary, the Executive may (i) own, directly or indirectly, solely as a passive investment, securities of any person traded on any national exchange or automated quotation system if the Executive is not a controlling person of, or a member of a group which controls, such person, and does not, directly or indirectly, “beneficially own” (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended, without regard to the 60 day period referred to in Rule 13d-3(d)(1)(i)), 2.0% or more of any class of securities of such person and (ii) serve as a member of a board of directors or board of advisors either during, or following the termination of, the Executive’s employment with the Company.
Certain Permitted Activities. (a) The [***] shall not constitute a breach of Section 5.1 or 5.2, as applicable. Each Party shall report to the JSC on a Calendar Quarterly basis [***], as applicable. For clarity, providing at market price any supply of any biological or pharmaceutical product owned or controlled by a Party or any of its Affiliates that is then being commercialized without violation of Section 5.1 or 5.2, as applicable, to a Third Party conducting a human clinical trial with respect to a compound in the Field for the Territory shall not constitute development in violation of such Party’s exclusivity obligations under this Article 5 as long as neither such Party nor any of its Affiliates receives any other monetary consideration with respect to any product other than such product that is the subject of such clinical trial.
(b) The entry into any Funding Agreement by Celgene or its Affiliates, either before or after the Effective Date, and the performance by Celgene or its Affiliates of any obligations thereunder shall not constitute a breach of Section 5.2; provided that CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. any exercise of any options with respect to licensing any intellectual property rights by Celgene or its Affiliates thereunder shall be subject to the provisions set forth in Section 5.2 and shall not be permitted under this Section 5.3.3(b).
(c) The restrictions set forth in Section 5.1 or 5.2, as applicable, shall not be deemed to prevent either Party or its respective Affiliates from (A) fulfilling its obligations under this Agreement, and (B) engaging any subcontractors in accordance with Section 2.6 of this Agreement.
(d) If a Change of Control occurs with respect to either Party with a Third Party and the Third Party already is conducting or is planning, as of the effective date of such Change of Control, to conduct activities that would cause a Party or an Affiliate to violate Section 5.1 or 5.2, as applicable, (an “Acquirer Program”), then such Third Party will be permitted to continue such Acquirer Program and such initiation or continuation will not constitute a violation of Section 5.1 or 5.2, as applicable; provided that (i) none of the Collaboration I...
Certain Permitted Activities. (i) The restrictions set forth in Section 5.2.1 shall not be deemed to prevent any Party or its respective Affiliates from (A) fulfilling its obligations under this Agreement, or (B) engaging any subcontractors in accordance with Section 2.10 or academic collaborators in accordance with Section 5.2.2(b).
(ii) If a Change of Control occurs with respect to Vividion with a Third Party and the Third Party already is conducting or is planning to conduct activities that would cause Vividion or an Affiliate to violate Section 5.2.1 (an “Acquirer Program”), then such Third Party will be permitted to initiate or continue such Acquirer Program and such initiation or continuation will not constitute a violation of Section 5.2.1; provided that (A) none of the Vividion Intellectual Property or Joint Collaboration IP will be used in any Acquirer Program, (B) none of the other Patents or Know-How licensed by any Party to the other Party pursuant to this Agreement will be used in any Acquirer Program, (C) no Confidential Information of Celgene will be used in any such Acquirer Program, and (D) the Development activities required under this Agreement will be conducted separately from any Development activities directed to such Acquirer Program, including by the maintenance of separate lab notebooks and records (password-protected to the extent kept on a computer network) and the use of separate personnel working on each of the activities under this Agreement, and the activities covered under such Acquirer Program (except that this requirement shall not apply to personnel who have senior research management roles and not project level research roles, provided such personnel in senior research management roles are not directly involved in the day-to-day activities under such Acquirer Program).
Certain Permitted Activities. The supply by either Party or its Affiliates of drug for use in any IIT shall not constitute a breach of Section 8.6(a) by such Party. Each Party shall report to the JSC on a Calendar Quarterly basis all IITs for which it or its Affiliates supply drug and that would otherwise breach Section 8.6(a). For clarity, providing at market price any supply of any biological or pharmaceutical product owned or controlled by a Party or any of its Affiliates that is then being commercialized without violation of Section 8.6(a) to a Third Party conducting a human Clinical Trial with respect to a compound that is Directed against the Co-Co Target in the Field for the Territory shall not constitute Development in violation of such Party’s exclusivity obligations under this Section 8.6 as long as neither such Party nor any of its Affiliates receives any other monetary consideration with respect to any product other than such product that is the subject of such Clinical Trial.
Certain Permitted Activities. (a) Subject to the rights of CoBank under the CoBank Loan Documents, National Beef may, from time to time, without notice to Pledgor, take any or all of the following actions: (i) retain or obtain a lien upon, or a security interest in, the Collateral to secure the Obligations; and (ii) during the continuance of a Default, resort to the Collateral (without any marshalling) for payment of any of the Obligations, whether or not National Beef (A) shall have resorted to any other property securing any of the Obligations or any obligation hereunder or (B) shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Obligations (all of the actions referred to in preceding clauses (A) and (B) being hereby expressly waived by Pledgor).
(b) National Beef shall have no right to vote the Membership Interests or other Collateral or give consents, waivers or ratifications in respect thereof prior to the occurrence of a Default. Subject to the rights of CoBank under the CoBank Security Documents, during the continuance of a Default, Pledgor shall have the right to vote any and all of the Membership Interests and other Collateral pledged by it hereunder and give consents, waivers and ratifications in respect thereof.
Certain Permitted Activities. (a) The Agent may, from time to time, and in accordance with the Credit Agreement, without notice to the Pledgor, take any or all of the following actions: (i) retain or obtain a lien upon, or a security interest in, any property to secure the Bank Debt or any obligation hereunder; (ii) retain or obtain the primary or secondary obligation of any obligor or obligors, with respect to any of the Bank Debt or any obligation hereunder; (iii) extend or renew for any period (whether or not longer than the original period) or alter or exchange any of the Bank Debt, or release or compromise any obligation of the Pledgor or any obligation of any nature of any other obligor with respect to any of the Bank Debt; (iv) release or fail to perfect its lien upon or security interest in, or impair, surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Bank Debt or any obligation hereunder, or create, extend or renew for any period (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property; and (v) during the continuance of a Default following reasonable prior written notice to the Pledgor, resort to the Collateral (without any marshalling) for payment of any of the Bank Debt, whether or not the Agent (A) shall have resorted to any other property securing any of the Bank Debt or any obligation hereunder or (B) shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Bank Debt (all of the actions referred to in preceding clauses (A) and (B) being hereby expressly waived by the Pledgor).
(b) The Agent shall have no right to vote the Pledged Interests or other Collateral or give consents, waivers or ratifications in respect thereof prior to the occurrence of a Default. During the continuance of a Default, the Pledgor shall have the right to vote any and all of the Pledged Interests and other Collateral pledged by it hereunder and give consents, waivers and ratifications in respect thereof unless and until it receives notice from the Agent that such right has been terminated.
(c) Upon notice from the Agent to the Pledgor, during the existence of a Default and so long as that Default continues, all rights and powers that the Pledgor is entitled to exercise pursuant to Section 4(b) of this Agreement, and all rights of the Pledgor to receive and retain dividends...
Certain Permitted Activities. Notwithstanding Section 4 hereof, with regard to investments and acquisitions, the parties agree as follows:
(a) The General Cable Group and SpecTran and its Affiliates may acquire an interest in a Direct Competitor of the JV Company of no greater than five (5) percent of the voting stock (all references to stock, if an entity does not have stock, shall be deemed to be references to voting power) of such entity. GCC will cause all Affiliates of GCC and GCI, other than the General Cable Group, to not acquire any interest in a Direct Competitor of the JV Company other than up to a maximum of ten (10) percent of the voting stock of such entity. A party holding less than the maximum permitted interest may at any time, including the Eighteen Month Period, increase such interest up to such maximum. In both of these exceptions described in the first two sentences of this Section 5(a), all interests acquired in the voting stock of a Direct Competitor shall be for investment only and not with an intent to operate, control the operations of or participate in management decisions of a Direct Competitor. Furthermore, confidential or non-public information about a Direct Competitor in which an interest is being or has been acquired as described above in this Section 5(a) shall not (i) in the case where SpecTran or the General Cable Group is the acquiror, be disclosed to the acquiring company or its Affiliates and (ii) in the case where any Affiliate of GCC or GCI, other than the General Cable Group, is the acquiror, be disclosed to the General Cable Group. Notwithstanding the foregoing, it is understood and agreed that SpecTran and the General Cable Group may acquire control of a corporation or other entity which in turn has an interest in a Director Competitor of more than five (5) percent and the Affiliates of GCC and GCI other than the General Cable Group may acquire control of a corporation or other entity which in turn has an interest in a Direct Competitor of more than ten (10) percent, provided that in any such case, the acquirer will cause its acquired company to divest itself of its interest in such Direct Competitor as soon as commercially practicable, but in no event more than three months after the acquisition thereof or such longer period as may be required by law.
(i) Each of GCI (including its Affiliates) and SpecTran (including its Affiliates) may acquire Control of one company which has a business that competes with the Business in the Territory (a "Co...
Certain Permitted Activities. Notwithstanding anything to the contrary in this Agreement, no Person (or any of such Person’s Affiliates or Associates) will be deemed to be the Beneficial Owner of, or be deemed to Beneficially Own or have Beneficial Ownership of, any securities of the Company held by another Person solely as the result of engaging in discussions, or entering into any agreement, arrangement or understanding (whether or not in writing), with any other any other Person (or any of such Person’s Affiliates or Associates) concerning the structuring, making or negotiating of any proposal to the Company contemplating the acquisition by such Persons (or any of such Persons’ Affiliates or Associates) of shares of Common Stock in a negotiated transaction (or series of related transactions) that has been approved in advance by the Board (or an authorized committee thereof).
Certain Permitted Activities. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will prohibit any of the Restricted Persons from (a) taking actions in furtherance of identifying and nominating director candidates in connection with the 2025 Annual Meeting, so long as such actions are not intended to, and would not reasonably be expected to, result in or require Company or the Investor Group to make public disclosure (of any kind) with respect thereto; (b) granting any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (c) negotiating, evaluating or trading, directly or indirectly, in any index fund, exchange traded fund, benchmark fund or broad basket of securities that may contain or otherwise reflect the performance of, but not primarily consist of, securities of Company; or (d) communicate privately with the Board regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require Company or the Investor Group to make public disclosure (of any kind) with respect thereto. To the extent that any member of the Investor Group (other than the New Director) wishes to communicate with any employee of Company (other than an employee who is also a member of the Board), such communication must be coordinated with, and facilitated by, Company’s chief executive officer or lead independent director.
Certain Permitted Activities. The [***] shall not constitute a breach of Article 5. The [***] by either Party or its Affiliates and the performance by such Party or its Affiliates of any obligations thereunder shall not constitute a breach of Article 5; it being understood and agreed that [***] by either Party or any of its Affiliates shall be subject to Section 5.1 and Section 5.2.
