Consequences of Certain Terminations Sample Clauses

Consequences of Certain Terminations. (i) In consideration of the time and expense (including foregoing other opportunities) that SSI and SRI have invested in the transactions contemplated hereby, if this Agreement is terminated by either SSI or the Merger Sub due to the occurrence of a Triggering Event, then CRA shall pay to SSI upon such termination, in immediately available funds, a fee of $3,500,000 (plus all expenses and charges incurred by SSI, SRI and the Merger Sub in connection with this Agreement). (ii) If the Requisite CRA Stockholder Approval is not obtained at the CRA Stockholder Vote but no Triggering Event has occurred and no CRA Acquisition Proposal has been made, then CRA shall reimburse SSI for all expenses and charges incurred by SSI, SRI or the Merger Sub in connection with this Agreement. (iii) If this Agreement is terminated by SSI because of the failure to satisfy the conditions set forth in (A) ss.6(a)(xv) or (B) ss.6(a)(xvii) other than as a result of CRA Material Adverse Effect, then SSI shall pay to CRA upon such termination, in immediately available funds, a fee of $3,500,000 (plus all expenses and charges incurred by CRA in connection with this Agreement). (iv) Concurrently with the execution of this Agreement, SSI and CRA have entered into the Termination Option Agreement which will become immediately exercisable in accordance with its terms (A) if any of the events described in subsection (ii) or (iii) of the definition of Triggering Event occur, (B) the board of directors of CRA shall approve, endorse or recommend any CRA Acquisition Proposal within six months of the termination of this Agreement or (C) any Person or Group (as defined in Section 13(d)(3) of the Securities Exchange Act) within six months of the termination of this Agreement acquires beneficial ownership of more than 50% of the outstanding common stock of CRA. (v) If this Agreement is terminated by CRA because the board of directors of SSI shall have withdrawn its approval of this Agreement for any reason, other than as provided in ss. 7(a), then SSI shall reimburse CRA for all expenses and charges incurred by CRA in connection with this Agreement. (vi) The Parties hereto acknowledge that the agreements made in this ss.7(b) are integral to this Agreement and without such agreements the Parties would not enter into this Agreement.
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Consequences of Certain Terminations. Unless otherwise defined in this section, each capitalized term used in this Agreement shall have the meaning assigned to it in the Company's 1995 Stock Option/Stock Issuance Plan in effect on the date of this Agreement (the "Plan"). Without limiting any other rights which the Executive or the Company may have in such event, upon any involuntary termination of the Executive's employment (including but not limited to a Constructive Termination as defined below) that occurs within six months after a Change in Control (as defined below) (a Change in Control Termination), and subject to section 2 below, the Company shall pay to the Executive a cash termination payment equal to three (3) years of the Executive's annual base salary in effect (a) on the date of termination or (b) immediately prior to the Change in Control (whichever is greater), in addition to any other payments, benefits or other rights to which the Executive may then be entitled.
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Consequences of Certain Terminations. If this Agreement is terminated pursuant to Section 12.2 by Allogene, Section 12.3 by either Party, or Section 12.4 by either Party, all licenses and other rights granted to Allogene pursuant to this Agreement shall terminate as of the effective date of termination, provided that if a termination by Allogene pursuant to Section 12.2 is not for this Agreement in its entirety, then the scope of such termination shall be limited to the particular Product(s) terminated pursuant to Section 12.2;
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Consequences of Certain Terminations. (i) If this Agreement is terminated pursuant to Section 12.2 by Allogene, Section 12.3 by either Party, or Section 12.4 by either Party, all licenses and other rights granted to Allogene pursuant to this Agreement shall terminate as of the effective date of termination, provided that if a termination by Allogene pursuant to Section 12.2 is not for this Agreement in its entirety, then the scope of such termination shall be limited to the particular Product(s) terminated pursuant to Section 12.2; . (ii) If Allogene has the right to terminate this Agreement pursuant to Section 12.3, then in lieu of exercising such termination right Allogene shall be entitled to retain all licenses and other rights granted to it pursuant to this Agreement subject to all financial provisions and other obligations set forth herein, provided that in such event Allogene may also seek any other remedies that Allogene may have at law or in equity in respect of the applicable breach hereof by Notch.
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Consequences of Certain Terminations. 12.8.1 Altus may terminate this Agreement in accordance with Section 12.2 only for material, uncured breach by Genentech of its diligence obligations under Section 8.1, its payment obligations under Sections 9.1, 9.4, 9.5, 9.6 and 9.8, its obligations under Section 2.6, 5.3 (to the extent that Altus is conducting activities under the Development Plan on Genentech's behalf), 6.4 (subject to the terms and conditions therein) or ARTICLE XV, or a representation or warranty made in Section 11.1(a) or 11.1(b). Upon termination of this Agreement by Altus in accordance with the preceding sentence, or a termination by Genentech pursuant to Section 12.6, (i) all rights and licenses granted to Genentech under Section 2.2 and to Altus under Section 2.3(a), 2.3(b) and 2.3(d) shall immediately terminate; (ii) upon written request by Altus and subject to the Termination Royalties set forth in Section 12.9, Genentech shall provide a Product Reversion Package to Altus to support the continued development and commercialization of those Products (if any) for which Genentech has undertaken development or commercialization prior to such termination and to which such breach or termination applies (each a "Termination Product"); (iii) upon request by Altus, Genentech shall continue to manufacture and supply to PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT.
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Consequences of Certain Terminations. In the event this Lease is terminated by Tenant pursuant to paragraphs 3.2 or 47.6 of this Lease or paragraph 2.6 of the Work Letter, Landlord shall return to Tenant any prepayments of Base Rent and the Security Deposit promptly after receipt from Tenant of evidence of the termination of Tenant's contracts for construction of the Tenant Improvements and evidence of payment of all amounts due under those contracts and subcontracts, including unconditional lien releases on final payment in the form required by applicable law. In the event of such a termination, Tenant shall not be obligated to reimburse Landlord for the costs of any improvements made or other costs incurred by Landlord, Landlord shall not be obligated to reimburse Tenant for any improvements or other costs <PAGE> -8- incurred by Tenant and neither party shall have any further obligation under this Lease, except for any obligation under this Lease of Tenant to indemnify Landlord for mechanic's liens arising from Tenant's Work or for any personal injury that may have occurred in the course of Tenant's occupancy of the Premises.
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Consequences of Certain Terminations. If this Agreement is terminated by BDI, through no fault of Licensee, within one year of its Effective Date, the number of Licensee's shares of stock which UFRFI is entitled to purchase per paragraph 4 during the initial term shall be reduced on a pro rata basis.
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Consequences of Certain Terminations. If this Agreement is terminated by ------------------------------------ UFRFI due to default of the Licensee not cured within the time period in section 5(a) above at any time during the initial or any renewal term, then the license fee and supplementary license fee shall be reduced by a factor of which the numerator is the number of months remaining in the term and the denominator is the total number of months originally in said term.
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Consequences of Certain Terminations 
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Related to Consequences of Certain Terminations

  • Survival of Certain Terms The provisions of Sections 4.1 (a), ------------------------- 4.2 (a) (i), 4.2(b)(i), 4.3, 5.4, 5.5, 6, 7.1, 7.2, 7.3, 8, 9, and 10 will survive the expiration or termination of this Agreement for any reason. All other rights and obligations of the parties will cease upon expiration or termination of this Agreement.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Definition of Certain Terms For purposes of this Agreement, (a) “business day” means any day on which the New York Stock Exchange, Inc. is open for trading and (b) “subsidiary” has the meaning set forth in Rule 405 of the Rules and Regulations.

  • Company May Consolidate, Etc., Only on Certain Terms The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

  • Definitions of Certain Terms The terms "interested person" and "affiliated person," when used in this Agreement, shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Company May Consolidate, Etc. on Certain Terms Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

  • Application of Certain Payments So long as no Unmatured Event of Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due shall be applied to those scheduled payments and (b) voluntary and mandatory prepayments shall be applied as set forth in Sections 6.2 and 6.

  • Allocation of Certain Taxes (a) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof. (b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in such Tax period.

  • Construction of certain terms In this Agreement:

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