Cessation of Affiliate status Sample Clauses

Cessation of Affiliate status. (a) Rights granted to Affiliates (i) with respect to Background Information and Foreground Information that is not confidential information according to the terms and conditions of the relevant JU Project Agreements: such Background and Foreground Information may be used without restrictions (ii) with respect to Background Information and Foreground Information that is confidential information according to the terms and conditions of the relevant JU Project Agreements: such Background Information and Foreground Information may be continued to be used by such entity in such Existing Products and Processes ; (iii) with respect to Background IPR and Foreground IPR, at the request of such entity, the JU Project Participants shall grant to it non- exclusive licences under such Background IPR and Foreground IPR for use in the field of Existing Products and Processes against terms and conditions substantially similar to the conditions that applied to the terminated Access Rights that had been granted to such entity pursuant to 4.2.2.2, provided that no major business interests of such JU Project Participants oppose the grant of such Access Rights.
Sample 1
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Cessation of Affiliate status. (a) Rights granted to Affiliates (i) any Foreground, Sideground or Background to which such entity has been granted Access Rights pursuant to the GA and this CA; and (ii) any Party's Confidential Information that has been used by such entity in accordance with the provisions of the GA and this CA, and that, at the time of cessation of such entity's Affiliate status, has been: • incorporated into the products, processes or services of such entity ("Products, Processes and Services") or • amalgamated with such entity's own information. (A) With respect to such Confidential Information: such entity may continue to use the Confidential Information in its Products, Processes and Services in a manner in which the Confidential Information was being used prior to the time of cessation of such entity's Affiliate status. (B) With respect to such Background, Sideground and Foreground other than Confidential Information: at the request of such entity, the Parties shall grant non-exclusive licences to such entity under such Background, Sideground and Foreground for use in such entity's Products, Processes and Services on the same terms and conditions as those which applied to the terminated Access Rights that had been granted to such entity in accordance with the GA and this CA, provided that no commercial interest of such Parties opposes the grant of such licences.
Sample 1
Cessation of Affiliate status. Rights granted to Affiliates (i) with respect to Background Information and Foreground Information that is not confidential information according to the terms and conditions of the relevant JU Project Agreements: such Background and Foreground Information may be used without restrictions (ii) with respect to Background Information and Foreground Information that is confidential information according to the terms and conditions of the relevant JU Project Agreements: such Background Information and Foreground Information may be continued to be used by such entity in such Existing Products and Processes ; (iii) with respect to Background IPR and Foreground IPR, at the request of such entity, the JU Project Participants shall grant to it non-exclusive licences under such Background IPR and Foreground IPR for use in the field of Existing Products and Processes against terms and conditions substantially similar to the conditions that applied to the terminated Access Rights that had been granted to such entity pursuant to Error: Reference source not found, provided that no major business interests of such JU Project Participants oppose the grant of such Access Rights. Upon any legal entity ceasing to be an Affiliate of a Party, the licences or user rights previously granted by such entity to any Party or its Affiliates under or in respect of Background or Foreground shall continue in full force and effect.
Sample 1

Related to Cessation of Affiliate status

  • Affiliate Status The Holder is not, and has not been during the preceding three months, an “affiliate” of the Company as such term is defined in Rule 144 under the Securities Act.

  • Cessation of Service The Option shall terminate (and cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option is outstanding, then the personal representative of Optionee’s estate or the person or persons to whom the Option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the Option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Section II(3) shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding for any vested Option Shares for which the Option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option Shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.

  • Definition of Affiliate The term “Affiliate” shall mean an entity that is directly or indirectly owned, operated, or controlled by another entity.

  • Termination of Service Relationship If the Optionee’s Service Relationship terminates, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.

  • Termination of Service (a) If, prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disability. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

  • Employee Status For purposes of determining the applicability of Section 422 of the Code (relating to Incentive Stock Options), or in the event that the terms of any Grant provide that it may be exercised only during employment or within a specified period of time after termination of employment, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary Disability, or other reasons shall not be deemed interruptions of continuous employment.

  • Other Termination of Service If the Optionee's Service with the Participating Company Group terminates for any reason, except Disability or death, the Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee's Service terminated, may be exercised by the Optionee within three (3) months after the date on which the Optionee's Service terminated, but in any event no later than the Option Expiration Date.

  • DEFINITION OF EMPLOYEE STATUS 8.01 The status of all employees covered by this agreement shall be defined under one of the following three definitions.

  • Termination of Service for Cause Upon a termination of the Participant’s Service by the Company for Cause the Option, including the Vested Portion, shall immediately terminate and be forfeited without consideration.

  • Cessation of services The delegation or assignment of CONTRACTOR’s services, operation or administration to another entity without the prior written consent of COUNTY.

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