Extension Payment. If Allarity and/or its Affiliates or sublicensees have not achieved Successful Completion of the first Phase 2 Clinical Trial of the Product prior to December 31, 2022, then, in Allarity’s sole discretion, it may notify Eisai of its intention to continue Development activities of the Compound. In the event that Eisai and Allarity mutually agree to such continued Development activities by Allarity, Allarity shall pay a one-time payment to Eisai of [***] U.S. Dollars (the “Extension Payment”) within thirty (30) days following December 31, 2022. Notwithstanding the foregoing, in the event that Allarity has not enrolled and dosed at least thirty (30) patients with the first dose of cancer drug E7449 in the ongoing Phase 2 Ovarian Cancer Clinical Trial by July 1, 2022 then the Extension Payment shall become due and payable in full by July 30, 2022.
2) Section 14.2(f)(i) of the Original Agreement, “Eisai Right of Termination for Development”, is hereby amended and restated in its entirety as follows:
Extension Payment. If OV and/or its Affiliates or sublicensees have not achieved Successful Completion of the first Phase 2 Clinical Trial of the Product prior to the fourth (4th) anniversary of the Effective Date, then, in OV’s sole discretion, it may notify Eisai of its intention to continue Development activities of the Compound. In the event that Eisai and OV mutually agree to such continued Development activities by OV, OV shall pay a one-time payment to Eisai of [***] (the “Extension Payment”) on the fourth (4th) anniversary of the Effective Date.
Extension Payment. The Company shall have received the applicable Extension Payment(s), if any.
Extension Payment. The Company shall pay to the Executive the sum of $500,000, subject to applicable deductions and withholding, within ten (10) business days of the execution and delivery of this Letter Agreement.
Extension Payment. The Company, CR Financial Holdings, Inc. or CHLM Sponsor LLC, or their affiliates or designees (the “Contributors”), have agreed to pay Shareholder $0.04 per share for each one-month extension (the “Extension Payment”) for each Share that is not redeemed during the Term by wire of the Extension Payment to an account designated for such purpose in writing by Shareholder. With respect to each Extension Payment, the Contributors shall wire the Extension Payment to Shareholder on or prior to the applicable monthly termination date.”
Extension Payment. (a) Sponsor and Purchaser acknowledge that Purchaser’s deadline to complete an initial business combination pursuant to the terms of the Purchaser Charter expires on January 29, 2023 (the “Initial Deadline”), unless otherwise extended in accordance with the Purchaser Charter.
(b) Subject to Section 2(d), Sponsor and Purchaser hereby covenant and agree to take (or to cause its affiliates or designees to take) all actions necessary to fulfill the conditions required in order to extend the Initial Deadline by a six (6) months or such shorter period as shall be mutually agreed by Purchaser, Sponsor, and the Company in accordance with the Merger Agreement (the “Extension”), including, without limitation, to make payment to one or more non-redeeming shareholders of Purchaser, the amount of which reasonably determined by Purchaser, Sponsor, in consultation with Company (the “Extension Payment”) in connection with such Extension (which payment shall take the form of a non-interest bearing loan repayable only in cash), all as reasonably requested by Company.
(c) Sponsor hereby represents, warrants and covenants to Company that, as of the date by which the Extension Payment is required to be made (the “Extension Payment Date”), Sponsor (or its affiliates or designees) will have ready access to sufficient capital available to carry out its obligations under this Section 2 hereof.
(d) Notwithstanding anything to the contrary set forth herein, in no event shall the Sponsor or the Purchaser be obligated to make the Extension Payment or otherwise effect the Extension unless, as of the Extension Payment Date: (i) the Merger Agreement is in full force and effect; (ii) there shall have been no material breach of the terms or conditions of the Merger Agreement by the Company or any other party thereto (other than the Purchaser), and (iii) no Material Adverse Effect shall have occurred and remained uncured on the Target Companies, taken as a whole that has not been waived by the Purchaser pursuant to the Merger Agreement.
(e) Any Claim by the Company hereunder seeking to enforce the specific terms or provisions set forth in this Section 2, or which seeks to recover any damages as a result of a violation or alleged violation of this Section 2, shall be limited, in its entity, to the amount of the Extension Payment (and shall be subject, in all cases, to the terms of Section 4(e)), in the even that of any Claims against the Purchaser).
Extension Payment. Allarity and Eisai desire to extend the timeframe for Xxxxxxxx’ s Successful Completion of the first Phase 2 Clinical Trial of the Product beyond December 31, 2022. In consideration of this extended timeframe, and Xxxxxxxx not achieving the minimum patient enrollment, by July 1, 2022, set out in the Second Amendment, Xxxxxxxx agrees to pay a one-time payment to Eisai of One Million Two Hundred and Fifty Thousand Dollars ($1,250,000 USD) (the “Extension Payment”) as follows:
(i) Four Hundred Thousand Dollars ($400,000 USD) (which has already been paid); and
(ii) Four Hundred and Twenty-Five Thousand Dollars ($425,000 USD) within ten (10) days of execution of this Sixth Amendment; and
(iii) Four Hundred and Twenty-Five Thousand Dollars ($425,000 USD) upon completion of a ten-million-dollar capital raising campaign, but in no event later than September 1, 2024. If Eisai does not receive the full Eight Hundred and Fifty Thousand Dollars ($850,000 USD) balance by September 1, 2024, Eisai may terminate this Agreement in its entirety, in its sole discretion.
(6) Section 14.2(f) of the Original Agreement (as amended), “Eisai Right of Termination for Development”, is hereby amended and restated in its entirety as follows:
Extension Payment. Allarity and Eisai desire to extend the timeframe for Xxxxxxxx’s Successful Completion of the first Phase 2 Clinical Trial of the Product beyond December 31, 2022. In consideration of this extended timeframe, and Allarity not achieving the minimum patient enrollment, by July 1, 2022, set out in the Second Amendment, Allarity shall make payments to Eisai of One Million U.S. Dollars (the “Extension Payment”) as follows: (i) one hundred thousand dollars ($100,000.00) within ten (10) days of the execution of this Third Amendment; and (ii) nine hundred thousand dollars ($900,000.00) on or before April 1, 2023. For purposes of clarity, once the Extension Payment is paid in full, Allarity shall have until April 1, 2024 to complete enrollment in a further Phase 1b or Phase 2 Clinical Trial of the Product.
2) Section 14.2(f)(i) of the Original Agreement, “Eisai Right of Termination for Development”, is hereby amended and restated in its entirety as follows:
Extension Payment. Allarity and Eisai desire to extend the timeframe for Xxxxxxxx’s Successful Completion of the first Phase 2 Clinical Trial of the Product beyond December 31, 2022. In consideration of this extended timeframe, and Allarity not achieving the minimum patient enrollment, by July 1, 2022, set out in the Second Amendment, Allarity shall pay a one-time payment to Eisai of One Million One Hundred Thousand U.S. Dollars ($1,100,000.00) (the “Extension Payment”) as follows:
(i) One hundred thousand dollars ($100,000.00) which has already been received; and
(ii) Fifty thousand dollars ($50,000.00) within ten (10) days of execution of this Fourth Amendment; and
(iii) One Hundred Thousand Dollars ($100,000.00) upon completion of a seven-million-dollar capital raising campaign expected to take place in June 2023, but notwithstanding the above at least on or before March 1, 2024; and
(iv) Eight Hundred and Fifty Thousand Dollars ($850,000.00) on or before March 1, 2024.
