Change in Control of Licensor Sample Clauses

Change in Control of Licensor. 13.2.1 Licensor (or its successor) shall provide AbbVie with written notice of any Change in Control of Licensor or Acquisition by Licensor within [***] following the closing date of such transaction.
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Change in Control of Licensor. Patents and Information that are Controlled by an Acquiring Person prior to a Change of Control of Licensor or that become Controlled by an Acquiring Person after a Change of Control of Licensor (without use of any Licensed Technology existing prior to such Change of Control) shall not be included within the Licensed Patents or Licensed Know-How except to the extent (a) such Patents or Information cover technology used by Licensor or its Affiliates or their respective (sub)licensees in the ​ ​ Development, Manufacture or Commercialization of Licensed Compounds or Licensed Products and (b) such Patents or Information are necessary or reasonably useful for the Development or Commercialization of the Licensed Compound or the Licensed Products in the Field in the Territory.
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Change in Control of Licensor. If Licensor undergoes a Change in Control during the Term, then:
Sample 1
Change in Control of Licensor. Pear may, at any time and without liability, terminate this Agreement, if a person or entity previously not in control of Licensor acquires, directly or indirectly, control of Licensor, or in the event of a purchase or sale of all or substantially all of the assets, stock, or business operations of Licensor. Licensor must give Pear no less than one hundred and twenty (120)-days' notice of any change in control or sale of Licensor, unless prohibited by applicable laws. Unless otherwise provided in the notice, the termination is effective ten (10) days after Pear gives the termination notice, if applicable.
Sample 1
Change in Control of Licensor. In the event of a Change in Control, Licensor shall require the acquirer to agree, in writing, to abide by the provisions of this Agreement and perform all obligations as if such acquirer were "Licensor" hereunder and be deemed to have provided the same representations and warranties of Licensor contained herein. "Change in Control" shall mean (i) an acquisition of the Licensor by another entity by means of any transaction or series of related transactions (including, without limitation, any acquisition of stock, reorganization, merger or consolidation), or (ii) a sale of all or substantially all of the assets of the Licensor, or (iii) the sale of all or substantially all of the Licensed Technology and/or the Licensor Improvements.
Sample 1

Related to Change in Control of Licensor

  • Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:

  • Notice of Change in Control or Control Event The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.3. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.3 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.3.

  • Upon a Change in Control If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 12 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period"). Note that in certain circumstances defined and set forth below, provisions of this Agreement shall survive for longer than the period described above.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

  • Termination and Change in Control In the event of a Change in Control and at any time during the Change of Control Period (x) the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change of 10 miles or more in the Executive’s location of employment, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates his employment, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severence benefits consisting of:

  • Change in Control Event XX (a) Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.

  • Change of Control Event (a) If a Change of Control Event occurs, each Holder will have the right to require the Issuer to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Issuer shall offer to purchase such Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and additional amounts, if any, on the Notes repurchased, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

  • Not a Change in Control The Parties hereto acknowledge and agree that the transactions contemplated by the Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any Vector Plan or Spinco Plan.

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