Limitation on Right. Notwithstanding the provisions of this Section 3, the Right of First Refusal set forth in this Section 3 shall not apply to:
Limitation on Right. Notwithstanding any other provision to the contrary, Xxxx shall not be entitled to exercise the Call Option if, as a result of such purchase, Xxxx’x ownership of the Company’s issued and outstanding share capital (calculated either by ownership percentage or voting power) would be greater than forty-nine percent (49%) (the “Ownership Threshold”). If, as a result of this Section 5.3, Xxxx is unable to exercise its Call Option, then such Call Option shall be deemed to be temporarily suspended until such time that Xxxx can exercise such Call Option either (i) without exceeding the Ownership Threshold or (ii) immediately prior to the time of any Liquidity Event, at which time the Ownership Threshold described in the prior sentence shall be deemed waived. For the avoidance of doubt, all of Xxxx’x ownership of the Company’s share capital, including any shares that may be, or have been, lawfully transferred by Xxxx to any third party pursuant to this Agreement, shall be included in the calculation of Xxxx’x ownership of the Company’s share capital. The Call Option may not be assigned or transferred by Xxxx to any third party.
Limitation on Right to Trigger a Selection 45 5.3.3 Completion of Selection Process 45 6. LICENSES 45 6.1 Restatement of Rights 45 6.2 Licenses from JHU to MetaMorphix 46 6.3 Licenses from JHU to GI 46 6.3.1 GI Type A Products 46 6.3.2 GI Type B Products 47 633 GI Type C Products 48 6.4 Licenses from MetaMorphix to GI : 48 6.4.1 GI Type A Products 48 6.4.2 GI Type B Products 49 6.5 Licenses from GI to MetaMorphix 49 6.6 Reservation of Rights 50 6.7 Factor Rights Licensed from Third Parties 51 6.8 Non compete 51 6.8.1 By MetaMorphix 51 6.8.2 By GI 52 6.9 Option to Certain GDF-8 Derivative Products 52 7. CONSIDERATION 53 7.1 License Fees 53 7.1.1 Initial License Processing Fee 53 7.1.2 Additional License Processing Fees 53 7.1.3 License Maintenance Fees 53 7.2 Additional License Fees 53 7.3 Royalties 54 7.3.1 MetaMorphix Products 54
Limitation on Right. IndiaCo shall not distribute or sell an IndiaCo Product in any country of the Territory or to or for the NGO Group that is substantially the same as a GTC Product that is a Licensed Product made available by GTC to IndiaCo for distribution and sale in that country by IndiaCo, unless: (i) GTC consents thereto; (ii) the GTC Product made available is defective, does not comply with legal requirements in that country and cannot reasonably be made to comply in a reasonable period given GTC’s financial condition, applicable Rules and the practical requirements of Regulatory Authorities in that country; (iii) there are persistent or repeated supply interruptions in the availability to IndiaCo of the GTC Product, or the supply otherwise does not meet demand for such product; or (iv) the market potential for the GTC Product in that country is materially less than the equivalent IndiaCo Product.
Limitation on Right. Notwithstanding the provisions of this Section 5.3, the Right of First Refusal set forth in this Section 5.3 shall apply only to a sale or transfer of Common Shares representing not less than 5% of the then issued and outstanding shares of the Common Stock of the Company in a single transaction or in a series of integrated transactions.
Limitation on Right. Without regard and not subject to the other provisions of this Section 2.2, any Initiating Holder may sell or otherwise assign, with or without consideration, any Shares or any other securities issued in respect of such Shares, to any other Initiating Holder, and any Holder may sell or otherwise assign, with or without consideration, any Shares or any other securities issued in respect of such Shares to such Holder to any Related Person (as defined below) or any or all of his or her ancestors, descendants, spouse, or members of his immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor, or other fiduciary for the account of his or her ancestors, descendants, spouse, or members of his or her immediate family, provided that each such transferee or assignee, prior to the completion of the sale, transfer, or assignment, shall have executed documents assuming the obligations of the Holder under this Agreement with respect to the transferred securities.
Limitation on Right. The co-sale right granted under this Section 2.3 shall not be available to any Holder that is not an Initiating Holder if the Selling Holder is an Initiating Holder. Further, without regard and not subject to the other provisions of this Section 2.3, any Initiating Holder may sell or otherwise assign, with or without consideration, any Shares or any other securities issued in respect of such Shares to any other Initiating Holder, and any Holder may sell or otherwise assign, with or without consideration, any Shares or any other securities issued in respect of such Shares to such Holder to any Related Person (as defined below) or any or all of his or her ancestors, descendants, spouse, or members of his immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor, or other fiduciary for the account of his or her ancestors, descendants, spouse, or members of his or her immediate family, provided that each such transferee or assignee, prior to the completion of the sale, transfer, or assignment, shall have executed documents assuming the obligations of the Holder under this Agreement with respect to the transferred securities.
Limitation on Right. The Right of First Refusal shall not apply ------------------- to any transfer to the Purchaser's ancestors or descendants or spouse or to a trustee for their benefit provided that in any case any such transferee shall agree in writing (in a form satisfactory to the Corporation) to take the Stock subject to all the terms of this Agreement, including the Right of First Refusal.
Limitation on Right. Notwithstanding the foregoing, the Right of First Refusal set forth in Section 2 shall not apply to any transfer to (i) a member of Investor's "Immediate Family" (defined to include his parents, children, grandchildren, spouse, siblings, the children of siblings, first cousins, and his spouse's first cousins, nieces or nephews), (ii) a trust established by the Investor for the benefit of himself or his Immediate Family, or a corporation, partnership, limited liability company or other entity controlled by any of the foregoing, (iii) any shareholder, officer, member, manager, director or employee of Investor and 3 any shareholder, officer, director, employee, partner, member of other owner of any of them, or (iv) any person who controls, is controlled by or is under common control with Investor or who is an affiliate of Investor (each of the foregoing, a "Permitted Transferee"); provided that in any case any such Permitted Transferee shall agree in writing (in a form satisfactory to the Corporation) to take the shares of Stock subject to all the terms of this Agreement, including the Right of First Refusal.
Limitation on Right. The Right of First Refusal shall not apply to any transfer of the Premises to any related entity (owning or controlling greater than 40% of the entity) to the Lessor or to the ancestors or descendants or spouse of any of the Lessor's trustees provided that in any case any transfer to any related entity, the transferee shall agree in writing to own the Premises subject to all the terms of this Agreement, including the Right of First Refusal.
