Exclusivity Period. During the Exclusivity Period, each Party:
(a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction;
(b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or gran...
Exclusivity Period. During the time that Purchaser retains ownership of at least 1,501 Convertible Preferred Shares, Series B (the “Exclusivity Period”), the Company may not accept a financing proposal offered by any other party, unless approved by Purchaser after Purchaser is offered to fund on the same terms, and Company and Purchaser agree to work diligently, in good faith, to negotiate, complete and enter into definitive agreements and related closing documents, reflecting the terms and conditions hereof.
Exclusivity Period. By submitting your Proposed Solution you agree to grant to InnoCentive and the Seeker the following rights, for a period of 90 days (the "Exclusivity Period") from the deadline set forth in the Challenge Statement (the "Deadline"): (a) an exclusive option to acquire the rights to the Proposed Solution and your associated work product (the "Work Product") for use in connection with the Challenge (the "Option"), as described in this Agreement and (b) a non-exclusive, worldwide license to use, copy, distribute and create derivative works of the Work Product for purposes of review, analysis and testing the Solution on a theoretical basis, (collectively, these nonexclusive rights and the Option are referred to as the "Exclusive Option Rights"). InnoCentive will make reasonable efforts to transmit relevant Proposed Solutions to Seekers, however, nothing herein shall be construed as requiring InnoCentive to transmit every Proposed Solution submitted in Proposed Solution to an Challenge to a Seeker. In addition, by submitting your Proposed Solution you thereby agree to provide reasonable assistance and additional information concerning Work Product and your Proposed Solution to InnoCentive or the Seeker during the Exclusivity Period, if requested. By granting the Exclusive Option Rights you agree that during the Exclusivity Period, you are prohibited from (x) using, the Proposed Solution or the Work Product or (y) disclosing to or granting or assigning or transferring any rights to a third party to use the Proposed Solution or the Work Product for any, including the application for patents or similar intellectual property rights.
Exclusivity Period. Following the date of this Agreement through the Closing Date (the “Exclusivity Period”), neither Sellers nor any of their respective Affiliates shall initiate, solicit, negotiate, encourage or provide information to facilitate, and neither Sellers nor any of their respective Affiliates shall, and shall use its or their reasonable efforts to cause any officer, director or employee of Sellers and their respective Affiliates, or any counsel, accountant, investment banker, financial advisor or other agent retained by it or them not to, initiate, solicit, negotiate, encourage or provide information to facilitate, any proposal or offer to acquire all or any substantial part of the Assets, whether for cash, securities or any other consideration or combination thereof (any such transactions being referred to herein as an “Acquisition Transaction”), nor shall Sellers or any of their respective Affiliates enter into or consummate any agreement or commitment with respect to an Acquisition Transaction; provided, however, that the foregoing obligations of Sellers pursuant this Section 6.22 and the Exclusivity Period shall immediately terminate and be of no further effect upon the earlier to occur of any of the following: (a) the right of RSG to terminate this Agreement pursuant to Section 8.1(d) is triggered; (b) the right of WCN to terminate this Agreement pursuant to Section 8.1(c) is triggered; or (c) the DOJ at any time indicates to RSG and WCN verbally or in writing that the DOJ Consent is being withheld or materially delayed.
Exclusivity Period. The initial exclusivity period will start on the date of this Agreement and will end on [**] (the “Initial Exclusivity Period”); provided that, during the Exclusivity Period, the Company will budget a minimum research budget (as set out in the Research Annual Budget from time to time) of, and spend a minimum amount of, at least [**] per calendar year on the conduct of Research to evaluate and develop Products and Xxxxxxxxx Compounds from the Xxxxxxxxx Library and with the use of Xxxxxxxxx Botanical R&D Platform. The Exclusivity Period will be [**] provided that the Company budgets a minimum research budget in the then applicable Research Annual Budget of, and spends an amount of, at least [**] in such calendar year on such Research.
Exclusivity Period. During the first 18 months after the Effective Date, Rigel will not enter into a research collaboration with a Third Party ("Third Party Collaboration") in the Field of Research (the "Exclusive Research Period").
Exclusivity Period. During the period from the delivery of written notice from T&L to Genomatica of T&L’s election to participate in the Commercialization Phase in accordance with Section 4.1 until the earlier to occur of (a) […***…] and (b) […***…] (“Exclusivity Period”), Genomatica will negotiate exclusively with T&L in good faith with respect to an agreement for the commercialization of Bio-BDO produced using the Commercial Process in the Territory (the “Potential Transaction”). During the Exclusivity Period, Genomatica agrees that it will not, and will not permit any of its Representatives on its behalf, to (i) […***…] with a Third Party, or (ii) […***…] with a Third Party; provided, that Genomatica shall have the right to […***…]. In addition, during the period from the Effective Date until the end of the Exclusivity Period (or earlier upon expiration of the Election Period if T&L does not elect to participate in the Commercialization Phase in accordance with Section 4.1), Genomatica agrees that it will not (A) approve, endorse or recommend any Potential Transaction with a Third Party or (B) enter into any letter of intent or similar document or any contract contemplating or otherwise relating to any Potential Transaction with a Third Party; provided that nothing shall prevent Genomatica from entering into nondisclosure agreements relating to discussions that Genomatica may have prior to the end of the Exclusivity Period with respect to a Potential Transaction or with off take companies as contemplated by this Section 4.3.
Exclusivity Period. Section XIII.C.2 is hereby replaced in its entirety as follows:
Exclusivity Period. Exclusivity Period shall be the period beginning on the Effective Date of this Agreement and continuing until [*] ([*]) [*] from the Effective Date unless [*]. Such period (i) shall be extended to [*] of Products by [*] ([*]) [*] from the Effective Date, and (ii) shall be extended to [*] of Products by [*], and (iii) shall be extended further until [*], if Customer has [*] during [*]. However, in the event Manufacturer enters into an agreement to design or supply [*] to an Existing Customer, then the foregoing amounts shall be reduced to USD$[*], USD$[*], and USD$[*].
Exclusivity Period. 3 1.13 First Commercial Sale.............................3 1.14 FTE...............................................3 1.15 Indemnitee........................................3 1.16 Indemnitor........................................3 1.17 Information.......................................3 1.18
