Common use of Right to Initiate Buy-Out Clause in Contracts

Right to Initiate Buy-Out. Within (a) solely in the event of a Stalemate occurring after the end of the Initial Commitment Period (as further described in Section 3.7(c), the [***] ([***]) day period following such Stalemate, (b) at any time, whether before or after the end of the Initial Commitment Period, during the [***] ([***]) day period following notice from a Founding Investor that it has entered into a binding agreement providing for a Change of Control of such Founding Investor (such [***] ([***]) or [***] ([***]) day period, a “Buy-Out Notice Period”), or (c) as provided for in the License Agreement, either Founding Investor (in the case of (a)), the Founding Investor receiving the notice of a Change in Control (in the case of (b)), or the Founding Investor or Founding Investors as specified in the License Agreement (in the case of (c) (in each case, the “Initiating Founding Investor”) has the right, exercisable upon written notice to the Company and the other Founding Investor (the “Buy-Out Notice”), to initiate the sale of the Company or the distribution the Company’s assets, including the Company Intellectual Property and Company’s rights in Licensed IP, in accordance with the terms set forth on EXHIBIT D (the “Buy-Out”).

Right to Initiate Buy-Out. Within (a) solely in the event of a Stalemate occurring after the end of the Initial Commitment Period (as further described in Section 3.7(c), the [...***...] ([***]) day period following such Stalemate, (b) at any time, whether before or after the end of the Initial Commitment Period, during the [...***...] ([***]) day period following notice from a Founding Investor that it has entered into a binding agreement providing for a Change of Control of such Founding Investor (such [...***...] (or [...***]) or [***...] ([***]) day period, a “Buy-Out Notice Period”), or (c) as provided for in the License Agreement, either Founding Investor (in the case of (a)), the Founding Investor receiving the notice of a Change in Control (in the case of (b)), or the Founding Investor or Founding Investors as specified in the License Agreement (in the case of (c) (in each case, the “Initiating Founding Investor”) has the right, exercisable upon written notice to the Company and the other Founding Investor (the “Buy-Out Notice”), to initiate the sale of the Company or the distribution the Company’s assets, including the Company Intellectual Property and Company’s rights in Licensed IP, in accordance with the terms set forth on EXHIBIT D (the “Buy-Out”).

Right to Initiate Buy-Out. (a) Within (a) the [**] day period immediately following the end of the Initial Commitment Period, (b) solely in the event of a Stalemate occurring after the end of the Initial Commitment Period (as further described in Section 3.7(c)Period, the [***] ([***]) day period following such Stalemate, (bc) at any time, whether before or after the end of the Initial Commitment Period, during the [***] ([***]) day period following notice from a Founding Investor Member that it has entered into a binding agreement providing for a Change of Control of such Founding Investor Member (such [***] ([***]) or [***] ([***]) day period, a “Buy-Out Notice Period”), or (cd) as provided for in the License AgreementAncillary Agreements or (e) during the [**] day period following the Managing Board’s request for a Capital Contribution as provided in Section 6.1(d), either Founding Investor Member (in the case of (a) or (b)), the Founding Investor Member receiving the notice of a Change in Control (in the case of (bc)), the Member or the Founding Investor or Founding Investors Members as specified in the License Agreement Ancillary Agreements (in the case of (cd)) or the Non-Defaulting Member (in the case of (e)) (in each case, the “Initiating Founding InvestorMember”) has the right, exercisable upon written notice to the Company and the other Founding Investor Member (the “Buy-Out Notice”), to initiate the sale of the Company or the distribution allocation of the Company’s assets, including the Company Intellectual Property and Company’s rights in Licensed IP, in accordance with the terms set forth on EXHIBIT D IP (the “Buy-Out”). (b) In the event a Buy-Out is initiated by a Member hereunder, the terms set forth in this Article 9 will apply (unless otherwise mutually agreed by the Parties).

Right to Initiate Buy-Out. Within (a) solely in the event of a Stalemate occurring after the end of the Initial Commitment Period (as further described in Section 3.7(c), the [***] ([***]) day period following such Stalemate, (b) at any time, whether before or after the end of the Initial Commitment Period, during the [***] ([***]) day period following notice from a Founding Investor that it has entered into a binding agreement providing for a Change of Control of such Founding Investor (such [***] ([***]) or [***] ([***]) day period, a “Buy-Out Notice Period”), or (c) as provided for in the License Agreement, either Founding Investor (in the case of (a)), the Founding Investor receiving the notice of a Change in Control (in the case of (b)), or the Founding Investor or Founding Investors as specified in the License Agreement (in the case of (c) (in each case, the “Initiating Founding Investor”) has the right, exercisable upon written notice to the Company and the other Founding Investor (the “Buy-Out Notice”), to initiate the sale of the Company or the distribution the Company’s assets, including the Company Intellectual Property and Company’s rights in Licensed IP, in accordance with the terms set forth on EXHIBIT Exhibit D (the “Buy-Out”).

Right to Initiate Buy-Out. (a) Within (a) the [***] day period immediately following the end of the Initial Commitment Period, (b) solely in the event of a Stalemate occurring after the end of the Initial Commitment Period (as further described in Section 3.7(c)Period, the [***] ([***]) day period following such Stalemate, (bc) at any time, whether before or after the end of the Initial Commitment Period, during the [***] ([***]) day period following notice from a Founding Investor Member that it has entered into a binding agreement providing for a Change of Control of such Founding Investor Member (such [***] ([***]) or [***] ([***]) day period, a “Buy-Out Notice Period”), or (cd) as provided for in the License AgreementAncillary Agreements or (e) during the [***] day period following the Managing Board’s request for a Capital Contribution as provided in Section 6.1(d), either Founding Investor Member (in the case of (a) or (b)), the Founding Investor Member receiving the notice of a Change in Control (in the case of (bc)), the Member or the Founding Investor or Founding Investors Members as specified in the License Agreement Ancillary Agreements (in the case of (cd)) or the Non-Defaulting Member (in the case of (e)) (in each case, the “Initiating Founding InvestorMember”) has the right, exercisable upon written notice to the Company and the other Founding Investor Member (the “Buy-Out Notice”), to initiate the sale of the Company or the distribution allocation of the Company’s assets, including the Company Intellectual Property and Company’s rights in Licensed IP, in accordance with the terms set forth on EXHIBIT D IP (the “Buy-Out”). (b) In the event a Buy-Out is initiated by a Member hereunder, the terms set forth in this Article 9 will apply (unless otherwise mutually agreed by the Parties).