Deemed Opt-Out Sample Clauses

Deemed Opt-Out. At any time during the Term, if BioNTech is either (i) unable to pay or is late in paying (by [***] days or more with respect to any invoice) BioNTech’s portion of its Development Costs shared under Section 8.2.2 [***], Genentech may provide BioNTech with written notice that an Opt-Out by BioNTech has been deemed to have occurred (“Deemed Opt-Out”), which notice shall state the applicable Opt-Out Commencement Date, which shall be the first day of the Calendar Quarter following such default in payment.
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Deemed Opt-Out. In the event that a party desires to proceed with (a)(i) Biotherapeutics Research with respect to a Program Target or (ii) designation as a Collaboration Product and the commencement of Development of a Program Antibody, Program Antisense Compound or Program Protein with respect to a Program Target, in each case for which no material Biotherapeutics Research activity has been authorized by the Joint Management Committee (in a Biotherapeutics Research Plan or otherwise) for a period of [**] and for which no Collaboration Product is then in active Development, or (b) Development of a Collaboration Product (i) for which no material Development activity has been authorized by the Joint Management Committee (in a Development Plan or otherwise) for a period of [**] and (ii) relating to a Program Target for which no material Biotherapeutics Research activity has been authorized by the Joint Management Committee (in a Biotherapeutics Research Plan or otherwise) for a period of [**] and for which no other Collaboration Product is then in active Development, such party may request that the Joint Management Committee authorize such Biotherapeutics Research, designation as a Collaboration Product and the commencement of Development of such Program Antibody, Program Antisense Compound or Program Protein, or Development of such Collaboration Product, as applicable. In the event the Joint Management Committee fails to approve such request within [**] (otherwise than as a result of the requesting party's failure to vote in favor of authorizing such activities), then, effective upon such failure, the other party shall be deemed to have Opted Out of such Program Target and related Opt-out Products, Program Antibodies, Program Antisense Compounds and Program Proteins with the same effect as if such other party had Opted Out under Section 10.1.1.1.
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Deemed Opt-Out. Notwithstanding anything herein to the contrary, if with respect to a Profit-Share Program, [***].
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Related to Deemed Opt-Out

  • Cash Payments in Lieu of Fractional Shares No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of stock would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment and payment therefor in cash at the current market price thereof to the holder of Notes. The current market price of a share of Common Stock shall be the Closing Price on the last Business Day immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted.

  • Reserved Shares; Valid Issuance The Company covenants that it will at all times from and after the date hereof reserve and keep available such number of its authorized shares of Common Stock, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full. The Company further covenants that such shares as may be issued pursuant to the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

  • Proceeds from Shares Sold The Custodian shall receive funds representing cash payments received for shares issued or sold from time to time by each Fund, and shall credit such funds to the account of the appropriate Fund. The Custodian shall notify the appropriate Fund of Custodian's receipt of cash in payment for shares issued by such Fund by facsimile transmission or in such other manner as such Fund and the Custodian shall agree. Upon receipt of Instructions, the Custodian shall: (a) deliver all federal funds received by the Custodian in payment for shares as may be set forth in such Instructions and at a time agreed upon between the Custodian and such Fund; and (b) make federal funds available to a Fund as of specified times agreed upon from time to time by such Fund and the Custodian, in the amount of checks received in payment for shares which are deposited to the accounts of such Fund.

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Aggregate Consideration 10.1 Agreement.......................................................................

  • Option Consideration (a) (i) Owner hereby grants to the Operating Partnership an option (the “Option”) to acquire Owner’s interest in the leasehold estate created by the Ground Lease and all hereditaments thereto and all of Owner’s assets (other than Excluded Assets) as of the Valuation Date (collectively, the “Assets”) for the Consideration determined in accordance with Section 2(b), subject to closing adjustments as provided herein.

  • Default Not Exceeding 10% of Firm Shares or Option Shares If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Transaction Consideration The Transaction Consideration;

  • Stock Consideration 3 subsidiary...................................................................53

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