Opt-Out Date and Wind-Down Sample Clauses

Opt-Out Date and Wind-Down. Subject to the terms of a relevant Nurix Opt-In Agreement, if applicable, any Nurix opt-out described in Section 11.4.1 (Opt-Out Notice) shall be effective upon the expiration of the first Calendar Quarter the last day of which is at least [*] after delivery of the relevant Nurix Opt-Out Notice (such date with respect to the applicable Nurix Opt-In Agreement(s), the “Nurix Opt-Out Date”). During the period between receipt by Xxxxxx of a Nurix Opt-Out Notice and the relevant Nurix Opt-Out Date (such period the “Opt-Out Wind-Down Period”), the Parties shall cooperate to wind-down Nurix’s operational activities (if any) with respect to the applicable Profit-Share Product, as specified in further detail in the applicable Nurix Opt-In Agreement(s). Solely to the extent Nurix elected to opt-out of all of the Nurix Opt-In Agreements with respect to a Profit-Share Product, upon the relevant Nurix Opt-Out Date (a) the terms of the applicable Nurix Opt-In Agreements (including the Profit-Share Product Agreement) shall cease to apply to such Profit-Share Product, and (b) the applicable Profit-Share Product shall no longer be a Profit-Share Product hereunder, but, subject to Section 13.7.2(b), shall remain a Licensed Product, including for the purposes of Article 13 (Financial Terms) such as for any Development and Regulatory Milestone Event that occurs following the Nurix Opt-Out Date with respect to all applicable Nurix Opt-In Agreements; provided, that no Milestone Event shall be deemed to have been achieved pursuant to Section 13.7.2(e), and no Milestone Payment shall be payable in respect of any Milestone Event so deemed to have been achieved, as a result of the achievement of any Milestone Event by a former Profit-Share Product that occurs following the Opt-Out Wind-Down Period with respect to all applicable Nurix Opt-In Agreements for such Profit-Share Product. For clarity, (x) no Milestone Payment in respect of a Foregone Milestone shall be owed with respect to any Milestone Event that occurs following the applicable Profit-Share Option Exercise Notice and prior to the expiration of the relevant Opt-Out Wind-Down Period for all Nurix Opt-In Agreements with respect to the applicable Profit-Share Product, irrespective of whether the applicable Milestone Events are actually achieved or are deemed to be achieved, and (y) the achievement of a Milestone Event after the end of the relevant Opt-Out Wind-Down Period by any former Profit-Share Product shall be payable i...
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Related to Opt-Out Date and Wind-Down

  • Closing Date and Place So long as all conditions precedent set forth in Article VII hereof have been satisfied and fulfilled, the closing of the Merger (the “Closing”) will take place at the Effective Time at a location to be reasonably determined by ONB.

  • Effective Date of Dissolution Any dissolution of the Company shall be effective as of the date on which the event occurs giving rise to such dissolution, but the Company shall not terminate unless and until all its affairs have been wound up and its assets distributed in accordance with the provisions of the Act and the Certificate is cancelled.

  • Puts Prior to the Settlement Date During the period from the Bank Closing Date to and including the Business Day immediately preceding the Settlement Date, the Assuming Bank shall be entitled to require the Receiver to purchase any Asset which the Assuming Bank can establish is evidenced by forged or stolen instruments as of the Bank Closing Date; provided, that, the Assuming Bank shall not have the right to require the Receiver to purchase any such Asset with respect to which the Assuming Bank has taken any action referred to in Section 3.4(a)(ii) with respect to such Asset. The Assuming Bank shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Bank with respect to any such Asset, as provided in Section 12.4.

  • Wind Down In the event of, or in preparation for, the expiration or a termination of the Agreement for any reason, Supplier shall use commercially reasonable efforts to transfer, or cooperate fully with Tesla to enable Tesla to transfer, the performance of Supplier’s obligations under the Agreement to Tesla or a third party supplier designated by Tesla, in a manner that (i) minimizes the time to complete such transfer; (ii) maintains the highest quality and performance to ensure the adequate supply of Items; and (iii) causes no disruption to Tesla’s customers’ requirements.

  • Effective Date and Allocations If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.

  • Effective Date and Effective Time The closing of the --------------------------------- transactions contemplated hereby ("Closing") shall take place at the offices of Xxxxxxx, Xxxxxx & Xxxxxxxx, 0000 Xxxxxxxxx Xxx. X.X., Xxxxxxxxxx, X.X. 00000, unless another place is agreed to by RCFC and Bayonne, on a date ("Closing Date") that is no later than 14 days following the date on which the expiration of the last applicable waiting period in connection with notices to and approvals of governmental authorities shall occur and all conditions to the consummation of this Agreement are satisfied or waived, or on such other date as may be agreed to by the parties. Prior to the Closing Date, RCFC and Bayonne shall execute a Certificate of Merger in accordance with all appropriate legal requirements, which shall be filed as required by law on the Closing Date, and the Merger provided for therein shall become effective upon such filing or on such date as may be specified in such Certificate of Merger. The date of such filing or such later effective date as specified in the Certificate of Merger is herein referred to as the "Effective Date." The "Effective Time" of the Merger shall be as set forth in the Certificate of Merger.

  • Termination Date, Etc “Termination Date” shall mean in the case of the Executive’s death, his date of death, or in all other cases, the date specified in the Notice of Termination subject to the following:

  • Effective Date Deliveries On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Registration Rights Agreement, all of the Insider Letters and the Subscription Agreement.

  • Closing Date and Location The Transaction will be completed at 10:00 a.m. (Pacific time) on the Closing Date, at the offices of the Purchaser’s Solicitors, or at such other location and time as is mutually agreed to by the Purchaser and the Target. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for the Purchaser and the Target, provided such undertakings are satisfactory to each party’s respective legal counsel.

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