JRC Decision Making Sample Clauses

JRC Decision Making. 2.4.1 Each Party’s representatives of the JRC shall have collectively one (1) vote. All decisions of the JRC shall be made whenever possible by unanimous vote. 2.4.2 Notwithstanding the foregoing, AxxxXxxx shall have the final decision-making authority with respect any “go/no-go” decision pertaining to the Collaboration Program.
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JRC Decision Making. The JRC will take action by unanimous vote with each Party having a single vote, irrespective of the number of representatives actually in attendance at a meeting, or by a written resolution signed by all of the designated representatives of each of the Parties. If the JRC is unable to reach unanimous consent on a particular matter within [*****] (unless otherwise agreed) of its initial consideration of such matter, then the matter will be referred to the Executive Officers (or their respective designees; provided, however, that each such designee is not a member of the JRC and occupies a position senior to the positions occupied by the applicable Party’s members of the JRC) of the other Party for resolution. If the Executive Officers are unable to resolve a dispute pursuant to section 3.6 after good faith negotiations (not to extend beyond [*****] unless otherwise agreed), such issue will be decided consistent with [*****].
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JRC Decision Making. Each Party’s JRC representatives will collectively have a single vote, and the JRC will operate by unanimous consent of all JRC members present and in accordance with the principles set forth in Section 4.1. The JRC will not have any authority or jurisdiction to amend, modify, or waive compliance with this Agreement, any of which shall require mutual written agreement of the Parties. If a dispute arises between the Parties’ JRC representatives, the matter will be first referred to the Liaisons for resolution. If the Liaisons are unable to resolve the dispute, then the matter will be elevated to the Chief Executive Officer of Ideaya, the Director of the CRUK-MI on behalf of Manchester and the Director, Business development of CRT (or, in either case, a direct report of such individual). If these three (3) individuals are unable to resolve the dispute, then, subject to the last sentence of this Section 4.1(c), Ideaya will have the final decision, so long as such decision does not conflict with the terms of the Agreement. Notwithstanding anything to the contrary, no decision by Ideaya will: (i) require CRT or Manchester to breach any obligation or agreement that Institute may have with or to a Third Party prior to the Effective Date; (ii) require CRT or Manchester to perform any activities that are materially different or greater in scope than those provided for under the Agreement; or (iii) amend, modify, or waive CRT’s or Manchester’s compliance with, this Agreement, any of which shall require mutual written agreement of the Parties; or (iv) impose or increase any financial burden on CRT or Manchester (other than any financial obligations expressly set forth in this Agreement).
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JRC Decision Making. The JRC shall determine, approve or resolve Committee Matters within the authority of the JRC by unanimous vote, with each Party’s representatives on the JRC collectively having one (1) vote. If the JRC representatives of the Parties do not reach consensus as to a particular Committee Matter within [***] days after such matter is first presented to the JRC, after reasonable discussion and good faith consideration of each Party’s comments, then: (a) [***] (b) [***] (i) [***] (ii) [***] (iii) [***] [***].
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JRC Decision Making. Decisions of the JRC shall be made by unanimous vote, with each Party having one vote. (a) In the event that the JRC does not reach a decision or is unable to reach consensus with respect to any non-scientific or non-technical matter after endeavoring for [***] to do so, then such matter shall be referred by the JRC with relevant supporting materials and background to the respective Chief Executive Officers of the Parties as a Dispute in accordance with Article 12. (b) In the event that the JRC does not reach a decision or is unable to reach consensus with respect to any scientific or technical matter after endeavoring for [***] to do so, then such matter shall be referred the Technical Leads. The Technical Lead of each Party or their respective designees, shall attempt to resolve such deadlock within [***] of submission. If the Technical Leads (or their respective designees) cannot resolve the deadlock, then the Parties shall submit the dispute to the respective Chief Executive Officers of the Parties as a Dispute in accordance with Article 12.
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JRC Decision Making. All decisions of the JRC shall be unanimous, with the representatives of Metabasis on the JRC collectively having one vote and the representatives of Roche on the JRC collectively having one vote. If the JRC is unable to decide or resolve unanimously any matter properly presented to it for action, then at the written request of either party, the issue shall be referred to Metabasis’ head of research and development and Roche’s [***] who shall attempt in good faith to resolve such issue as promptly as practicable. If such officers are unable to resolve such issue within [***], then at the written request of either party, the issue shall be referred to the Chief Executive Officer of Metabasis and Roche’s [***]. If such officers are unable to resolve such issue within [***] of commencing such negotiations, then, except as provided in Section 1.3, the resolution and/or course of conduct shall be determined by [***]. However, [***] will give [***] to [***], and [***] to [***] in [***] or [***]. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, [***] the [***] with [***] this [***] shall [***]: (a) [***] the [***] of this [***] the [***]; (b) [***] which [***] of a [***] or [***] on the [***]; (c) [***] the [***] by which [***] the [***] under the [***]; (d) [***] a [***] with the [***] and/or that [***] to the [***] or [***]; (e) [***] the [***] in any [***] to [***] the [***] or that would [***] to [***] by [***]; (f) [***] the [***] to be [***] to [***] of the [***] by [***]; or (g) [***] in a [***] with the [***] and[***] of this [***]. In addition, [***] the [***] of any [***] (e.g., [***]) to be [***] to the [***] the [***] of [***] on the [***].
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JRC Decision Making 
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Related to JRC Decision Making

  • Decision Making The Joint Development Committee and Joint Commercialization Committee shall each act by unanimous agreement of its members, with each Party having one vote. If the Joint Development Committee or Joint Commercialization Committee, after [* * *] (or such other period as the Parties may otherwise agree) of good faith efforts to reach a unanimous decision on an issue, fails to reach such a unanimous decision, then either Party may refer such issue to the Executive Officers. Such Executive Officers shall meet promptly thereafter and shall negotiate in good faith to resolve the issues. If Executive Officers cannot resolve such issue within [* * *] of referral of such issue to the Executive Officers, the resolution of such issue shall be as follows: (a) if such issue properly originated at the Joint Development Committee, determined by the Developing Party of the relevant Licensed Compound or Licensed Product at issue; provided that, notwithstanding the foregoing: (i) if Acceleron is the Developing Party and such issue relates to (x) the approval of an Additional Development Disease, or (y) matters under Section 5.6.3(d), then such issue shall be determined by [* * *]; (ii) regardless of which Party is the Developing Party, such issue shall be determined by [* * *] following the earliest of: (x) [* * *], and (y) the Joint Development Committee’s decision to go forward with a Phase 3 Clinical Trial of the relevant Licensed Compound or Licensed Product; provided that [* * *] shall continue to determine any issues that relate to the budget for and the conduct of the [* * *]; and (iii) regardless of which Party is the Developing Party, such issue shall be determined by [* * *] following the earliest of: (x) [* * *], and (y) the occurrence of any [* * *]; and (b) if such issue properly originated at the Joint Commercialization Committee, determined by Celgene. Notwithstanding the foregoing, none of Acceleron, Celgene, the Joint Development Committee or the Joint Commercialization Committee may make any decision inconsistent with the express terms of this Agreement without the prior written consent of each Party.

  • Initial Decision Maker The Architect will serve as the Initial Decision Maker pursuant to Article 15 of AIA Document A201–2017, unless the parties appoint below another individual, not a party to this Agreement, to serve as the Initial Decision Maker.

  • SITE-BASED DECISION MAKING A. The District shall provide the training and staff development to support accountability/site- based decision-making activities. Teachers shall be given release time to attend these programs. B. Participation on the SAC shall not serve as a basis for the evaluation of any teacher. C. A minimum of three (3) to a maximum of five (5) teachers from each school shall serve on their school’s budget advisory committee formed for the purpose of making recommendations on the school’s general fund budget. Teacher members shall be elected by the faculty. Minutes from such meetings may be requested by the faculty and may be posted on the CTA bulletin board at the school by the Association Representative.

  • Claim Decision Upon receipt of such claim, the Plan Administrator shall respond to such claimant within ninety (90) days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days for reasonable cause by notifying the claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision. If the claim is denied in whole or in part, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth: (i) The specific reasons for the denial; (ii) The specific reference to pertinent provisions of the Agreement on which the denial is based; (iii) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; (iv) Appropriate information as to the steps to be taken if the claimant wishes to submit the claim for review and the time limits applicable to such procedures; and (v) A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

  • Independent Decision The Investor is not relying on the Issuer or on any legal or other opinion in the materials reviewed by the Investor with respect to the financial or tax considerations of the Investor relating to its investment in the Shares. The Investor has relied solely on the representations and warranties, covenants and agreements of the Issuer in this Agreement (including the exhibits and schedules hereto) and on its examination and independent investigation in making its decision to acquire the Shares.

  • Final Decision Concessionaire covenants that the decision of the Commissioner of Department, relative to the performance of the terms and conditions of this Agreement, shall be final and conclusive.

  • Arbitration Decision The arbitrator’s decision will be final and binding. The arbitrator shall issue a written arbitration decision revealing the essential findings and conclusions upon which the decision and/or award is based. A party’s right to appeal the decision is limited to grounds provided under applicable federal or state law.

  • Arbitration Decisions Unless otherwise agreed by the Parties, the arbitrator(s) shall render a decision within ninety (90) Calendar Days of appointment and shall notify the Parties in writing of such decision and the reasons therefor. The arbitrator(s) shall be authorized only to interpret and apply the provisions of this LGIA and shall have no power to modify or change any provision of this Agreement in any manner. The decision of the arbitrator(s) shall be final and binding upon the Parties, and judgment on the award may be entered in any court having jurisdiction. The decision of the arbitrator(s) may be appealed solely on the grounds that the conduct of the arbitrator(s), or the decision itself, violated the standards set forth in the Federal Arbitration Act or the Administrative Dispute Resolution Act. The final decision of the arbitrator(s) must also be filed with FERC if it affects jurisdictional rates, terms and conditions of service, Interconnection Facilities, or Network Upgrades.

  • Major Decisions (A) Subject to Sections 7.3(C) and 7.3(D) with respect to the Company, all major decisions of the Company set forth below in clauses (A)(1) through (A)(6) (“Major Decisions”) shall be subject to the Company’s Articles of Incorporation and joint approval by the Advisor and Sub-advisor. For the avoidance of doubt, Major Decisions specifically exclude any decisions regarding the day-to-day operations of the Company, the decision-making authority for which has been delegated to the Sub-advisor pursuant to this Agreement. Major Decisions shall consist of the following: (1) Decisions to recommend to the Board of Directors that the Company acquire or sell Properties, Loans and other Permitted Investments; (2) Retention of investment banks for the Company; (3) Marketing methods for the Company’s sale of Shares; (4) Extending, initiating or terminating the Initial Public Offering or any subsequent Offering of the Shares; (5) Issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor or their Affiliates with respect to the business or operations of the Company; provided, that the Sub-advisor need not obtain consent to any press releases regarding acquisitions or dispositions of Properties, Loans or other Permitted Investments; and provided further, however, that notwithstanding the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved by the Advisor; and (6) Merging or otherwise engaging in any change of control transaction for the Company. (B) Notwithstanding anything in this Agreement to the contrary, if the Parties do not agree to any action constituting a Major Decision that is described in any of clauses (A)(2) through (A)(6) above and that has been proposed by either Party, the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-business day period beginning with the delivery of notice of the proposed action to the other Party. (C) Notwithstanding anything in this Agreement to the contrary, with respect to Major Decisions described in clause (A)(1) above (but subject to Section 7.3(D)), (1) joint approval shall not be required, (2) the Sub-advisor and the Advisor shall discuss the proposed transaction (either in person or by phone) prior to either Party making any recommendation of the proposed transaction to the Board of Directors, and (3) the Sub-Advisor and the Advisor shall each give due consideration to the opinions of the other Party. Ordinarily, such discussions shall begin at least five business days before a recommendation is made to the Board of Directors; however, if in the sole discretion of the Sub-advisor it is in the best interest of the Company to make a recommendation to the Board of Directors more promptly, then the Sub-advisor may do so. In the event the Parties do not agree as to whether to recommend the proposed transaction to the Board of Directors, the Sub-advisor’s decision shall govern. (D) Notwithstanding the provisions of this Section 7.3 or any other provision in this Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direction of the Board of Directors. (E) Notwithstanding anything in this Agreement to the contrary (but subject to Section 7.3(D)), the Sub-advisor shall have sole authority to act on behalf of the Company regarding amending the Advisory Agreement.

  • Review of Decision Within sixty (60) days after the Secretary’s receipt of a request for review, he or she will review the Company’s determination. After considering all materials presented by the Claimant, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

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