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).
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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. (iii) 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. 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 ------------------------------------ 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. 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 
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Related to Consequences of Certain Terminations

  • Effect of Certain Terminations In the event of termination of this Agreement pursuant to Article VII, written notice thereof shall be given to the other party or parties, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement, except for the last sentence of Section 5.2, Section 5.5, Section 5.6, Article VII and Article VIII, shall forthwith become null and void and there shall be no liability on the part of any party to this Agreement and all rights and obligations of the parties hereto under this Agreement shall terminate, except for the last sentence of Section 5.2 and the provisions of Section 5.5, Section 5.6, Article VII and Article VIII shall survive such termination; provided that nothing herein shall relieve any party hereto from any liability for any intentional or willful and material breach by such party of any of its representations, warranties, covenants or agreements set forth in this Agreement and all rights and remedies of a nonbreaching party under this Agreement in the case of such intentional or willful and material breach, at law or in equity, shall be preserved.

  • DISAPPLICATION OF CERTAIN TERMINATION EVENTS The "Tax Event Upon Merger" provision of Section 5(b)(iii) will not apply to Party A or to Party B. The "Tax Event" provision of Section 5(b)(ii) will not apply to Party B and will apply to Party A, provided that:

  • Certain Terminations The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Survival of Certain Terms The provisions of Sections 9, 10, 11, 14 and 22 of this Agreement shall survive the termination of this Agreement; provided, however, that the survival of such provisions after the termination of this Agreement shall in no way constitute an extension of the Term. Except as set forth in the prior sentence, all other rights and obligations of the Parties shall cease upon 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:

  • 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 Sections 4.1 and 4.2 above will terminate upon the closing of the Company’s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act, or upon a merger, acquisition or other business combination in which the holders of the Company’s outstanding capital stock immediately prior to the transaction do not retain a majority of the voting capital stock in the surviving corporation.

  • 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:

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