Company Right to Negotiate to Continue Sample Clauses

Company Right to Negotiate to Continue. In the event that Eisai elects to terminate a BAN2401 Eisai Collaboration Product under Section 13.4(a), Company shall have a right of first negotiation with Eisai with respect to continuing the Development and Commercialization of such BAN2401 Eisai Collaboration Product on terms to be negotiated, as provided in this Section 13.4(b). Following receipt of notice of termination from Eisai with respect to a BAN2401 Eisai Collaboration Product under Section 13.4(a), Company shall notify Eisai in writing whether it is interested in discussing a potential transaction providing for the continued Development and Commercialization of such BAN2401 Eisai Collaboration Product. If Company fails to exercise such right within a thirty (30) day time period following such notice, this Agreement shall terminate with respect to such BAN2401 Eisai Collaboration Product. If, within such thirty (30) day period after such notice, Company gives Eisai notice of its interest in discussing a potential transaction providing for the continued Development and Commercialization of such BAN2401 Eisai Collaboration Product, the Parties shall enter into negotiations regarding a potential transaction relating to same. If, despite each Party’s good faith 132539616_1 efforts, the Parties are not able to reach agreement on and do not execute a definitive agreement within ninety (90) days from the date Company exercises its right under this Section 13.4(b), or such longer periods of time as the Parties may agree in writing, then subject to Section 13.7, Eisai may terminate this Agreement with respect to such BAN2401 Eisai Collaboration Product immediately upon giving further notice of such termination under this Section 13.4(b), and thereafter for a period of nine (9) months Eisai shall not be permitted to enter into an agreement relating to the continued Development and Commercialization of such BAN2401 Eisai Collaboration Product with a Third Party on terms more favorable to such Third Party than the terms last offered by Company.
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Related to Company Right to Negotiate to Continue

  • Right to Consult Counsel The Warrant Agent may at any time consult with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Holder for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such counsel.

  • RIGHT TO CONTINUED EMPLOYMENT Nothing in the Plan or this Agreement shall confer on you any right to continue in the employ of the Company or any subsidiary or affiliate of the Company or any specific position or level of employment with the Company or any subsidiary or affiliate of the Company or affect in any way the right of the Employer to terminate your employment without prior notice at any time for any reason or no reason.

  • No Right to Continue Service or Employment Nothing herein shall be construed to confer upon the Participant the right to continue in the employ or to provide services to the Company or any Subsidiary, whether as an Employee or as a Contractor or as an Outside Director, or interfere with or restrict in any way the right of the Company or any Subsidiary to discharge the Participant as an Employee, Contractor, or Outside Director at any time.

  • Agreement to Continue in Force Both Parties shall adhere fully to the terms of this Agreement during the period of bona fide collective bargaining.

  • Right to Convert In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

  • No Obligation to Continue Employment Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.

  • Right to Counsel The Indemnified Persons shall have the right to employ counsel in their, its, his or her sole discretion. Such Indemnified Persons shall be responsible for the expenses of such separate counsel except as provided in Subsection 6(c)(iii). The Advisor agrees to cooperate fully with the Indemnified Persons and their separate counsel in responding to such threatened or actual claims.

  • No Obligation to Continue Business Relationship Neither the Plan, this agreement, nor the grant of this option imposes any obligation on the Company to continue the Optionee in employment or other Business Relationship.

  • No Obligation to Continue Service Relationship Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Award Agreement to continue the Grantee in employment or other service relationship and neither the Plan nor this Award Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment or other service relationship of the Grantee at any time.

  • Right to Contest Borrower, at its own expense, may contest by appropriate legal proceedings, conducted diligently and in good faith, the amount or validity of any Imposition other than Insurance premiums and Ground Rent (if applicable), if: (i) Borrower notifies Lender of the commencement or expected commencement of such proceedings, (ii) the Mortgaged Property is not in danger of being sold or forfeited, (iii) if Borrower has not already paid the Imposition, Borrower deposits with Lender reserves sufficient to pay the contested Imposition, if requested by Lender, and (iv) Borrower furnishes whatever additional security is required in the proceedings or is reasonably requested by Lender, which may include the delivery to Lender of reserves established by Borrower to pay the contested Imposition.

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