Right to Participate; Joinder Sample Clauses

Right to Participate; Joinder. The non-enforcing Party in relation to any enforcement action or proceeding set forth in Section 6.5.2, will have the right, at its own expense and by counsel of its choice, to be represented in, or participate in any such action or proceeding. In the case of any License Enforcement Proceeding or License Step-In Proceeding, at the enforcing Party’s written request, and at the enforcing Party’s expense (subject to Section 6.5.9), the other Party will join any such action or proceeding as a party and will use Commercially Reasonable Efforts to cause any Third Party as necessary to join such action or proceeding as a party if doing so is necessary for the purposes of establishing standing or is otherwise required by applicable Law to pursue such action or proceeding. All time periods set forth in Section 6.5 shall be subject to applicable Law, which may prevent earlier enforcement.
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Right to Participate; Joinder. The non-enforcing Party in relation to any enforcement action or proceeding set forth in Sections 6.5.2(a) through 6.5.2(b) will have the right, at its own expense and by counsel of its choice, to be represented in any such action or proceeding. In the case of any Co-Co Enforcement Proceeding or Co-Co Step-In Proceeding, at the enforcing Party’s written request, and at the enforcing Party’s expense (subject to Section 6.5.4), the other Party shall join any such action or proceeding as a party and will use Commercially Reasonable Efforts to cause any Third Party as necessary to join such action or proceeding as a party if doing so is necessary for the purposes of establishing standing or is otherwise required by applicable Law to pursue such action or proceeding, or if the JSC (with respect to enforcement activities relating to Co-Co Product for U.S. Administration) determines that such joinder is necessary or desirable. All time periods set forth in this Section 6.5.2 shall be subject to applicable Law, which may prevent earlier enforcement.
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Right to Participate; Joinder. The non-enforcing Party in relation to any enforcement action or proceeding set forth in Sections 6.5.2(a) through 6.5.2(b) will have the right, at its own expense and by counsel of its choice, to be represented in any such action or proceeding. In the case of any Co-Co Enforcement Proceeding or Co-Co Step-In Proceeding, at the enforcing Party’s written request, and at the enforcing Party’s expense (subject to Section 6.5.2(h)), the other Party shall join any such action or proceeding as a party and will use Commercially Reasonable Efforts to cause any Third Party as necessary to join such action or proceeding as a party if doing so is necessary for the purposes of establishing standing or is otherwise required by applicable Law to pursue such action or proceeding, or if the JSC (with respect to enforcement activities relating to Co-Co Product for U.S. Administration) determines CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. that such joinder is necessary or desirable. All time periods set forth in this Section 6.5.2 shall be subject to applicable Law, which may prevent earlier enforcement.
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Right to Participate; Joinder. Each Licensor agrees, at the reasonable request [*], to join any such action or proceeding as a party if doing so is necessary for the purposes of establishing standing or is otherwise required by applicable Law to pursue such action or proceeding contemplated by Section 16.1, provided always that (i) before commencing any such action, Licensee shall consult with Licensors as to the advisability of the action, its effect on the good name of the Licensors, the public interest, and how the action should be conducted, (ii) each Licensor shall be indemnified and secured by Licensee in a reasonable manner as to any costs (including internal costs), damages, expenses or other liability which may be incurred as a result of so joining any such action) and shall have the right to be separately represented by its own counsel [*], and (iii) Licensee shall pay to the Licensors royalties, in accordance with Article 4, on any damages received from such action as if the amount of such damages after deduction of all Parties’ reasonable expenses in relation to the action were Net Sales. Notwithstanding the foregoing, neither Licensor shall be obliged to join any suit or to take any action in its own name if that Licensor has reasonable grounds to believe that the action is inadvisable or is likely to damage their good name provided that where a Licensor notifies Licensee that it declines to join any suit or take any action in its own name on the foregoing grounds and Licensee considers that it cannot effectively enforce the Patent Rights or obtain effective relief in the relevant jurisdiction without the joinder of the relevant Licensor, then the relevant Licensor and Licensee will work together in good faith to try to identify a way for the Licensee to enforce such rights or obtain such relief in another manner.
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Right to Participate; Joinder. (a) In the case of any enforcement action or proceeding with respect to Joint Patents as set forth in Sections 9.3.2 or 9.3.3, the other Party (or its Affiliate, as applicable) will join any such action or proceeding as a party, at the enforcing Party’s expense, if doing so is necessary for the purposes of establishing standing or is otherwise required by Law to pursue such action or proceeding. The non-enforcing Party in relation to any enforcement action or proceeding with respect to Joint Patents as set forth in Sections 9.3.2 or 9.3.3, as applicable, will have the right, at its own expense and by counsel of its choice, to be represented in any such action or proceeding.
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Right to Participate; Joinder. In the case of any enforcement action or proceeding with respect to Joint Patents as set forth in Sections 10.3.2, the other Party (or its Affiliate, as applicable) will join any such action or proceeding as a party, at the enforcing Party’s expense, if doing so is necessary for the purposes of establishing standing or is otherwise required by Applicable Law to pursue such action or proceeding. The non-enforcing Party in relation to any enforcement action or proceeding with respect to Joint Patents as set forth in Sections 10.3.2, as applicable, will have the right, at its own expense and by counsel of its choice, to be represented in any such action or proceeding. In the case of any enforcement action or proceeding with respect to BeiGene Patents controlled by Novartis as set forth in Section 10.3.2, BeiGene (or its Affiliate, as applicable) will join any such action or proceeding as a party, at Novartis’s expense, if doing so is necessary for the purposes of establishing standing or is otherwise required by Applicable Law to pursue such action or proceeding. In the case of any enforcement action or proceeding with respect to BeiGene Patents controlled by BeiGene as set forth in Section 10.3.3, BeiGene will bear its own costs and expenses arising out of such enforcement action or proceeding, and Novartis may, at its option, participate in such enforcement action or proceeding at its own expense. To the extent that Novartis is required to join any enforcement action or proceeding with respect to Joint Patents controlled by BeiGene as set forth in Section 10.3.3, then BeiGene will reimburse Novartis for its reasonable costs and expenses in connection therewith.
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Right to Participate; Joinder. The non-enforcing Party in relation to any enforcement action or proceeding set forth in Section 6.5.2 or 6.5.4, will have the right, at its own expense and by counsel of its choice, to be represented in, or participate in any such action or proceeding. In the case of any Juno Program Co-Co Enforcement Proceeding or Juno Program Co-Co Step-In Proceeding, at the enforcing Party’s written request, and at the enforcing Party’s expense (subject to Section 6.5.9), the other Party will join any such action or proceeding as a party and will use Commercially Reasonable Efforts to cause any Third Party as necessary to join such action or proceeding as a party if doing so is necessary for the purposes of establishing standing or is otherwise required by applicable Law to pursue such action or proceeding. All time periods set forth in Section 6.5.3 shall be subject to applicable Law, which may prevent earlier enforcement.
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Right to Participate; Joinder. 93 10.3.6 Consultation; Cooperation 94
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Right to Participate; Joinder. 93 10.3.6 Consultation; Cooperation 94
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Related to Right to Participate; Joinder

  • Additional Parties; Joinder Subject to the prior written consent of each Controlling Holder, the Corporation may make any Person who acquires Class A Common Stock or rights to acquire Class A Common Stock from the Corporation after the date hereof (including without limitation any Person who acquires Common Units) a party to this Agreement (each such Person, an “Additional Investor”) and to succeed to all of the rights and obligations of a Holder under this Agreement by obtaining an executed joinder to this Agreement from such Additional Investor in the form of Exhibit A attached hereto (a “Joinder”). Upon the execution and delivery of a Joinder by such Additional Investor, the Class A Common Stock of the Corporation acquired by such Additional Investor or issuable upon redemption or exchange of Common Units acquired by such Additional Investor (the “Acquired Common”) shall be Registrable Securities to the extent provided herein, such Additional Investor shall be a Holder under this Agreement with respect to the Acquired Common, and the Corporation shall add such Additional Investor’s name and address to the Schedule of Investors and circulate such information to the parties to this Agreement.

  • ACKNOWLEDGMENT AND CONSENT Each Domestic Subsidiary listed on the signature pages hereto and Holdings are referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, and the Credit Documents to which they are a party are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Support Documents the payment and performance of all “Obligations” under each of the Credit Support Documents to which is a party (in each case as such terms are defined in the applicable Credit Support Document). Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Support Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Support Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

  • Joinder The undersigned hereby agrees (i) to be bound by and to observe all of the terms and conditions of the Investors’ Rights Agreement as an “Investor” party thereto for all purposes thereunder, (ii) to be bound by and to observe all of the terms and conditions of the Voting Agreement as an “Investor” and “Stockholder” party thereto for all purposes thereunder and (iii) to be bound by and to observe all of the terms and conditions of the First Refusal and Co-Sale Agreement as an “Investor” party thereto for all purposes thereunder. The undersigned hereby authorizes the Company to attach this counterpart signature page to such aforementioned agreements and to make corresponding amendments to the applicable schedules thereto. INVESTOR: Investors that are Individuals: (name of individual) (signature) Investors that are Entities: MERIFIN CAPITAL N.V (name of entity) /s/ Xxxxxxxxx xx Xxxx (signature) Signatory Name: Xxxxxxxxx xx Xxxx Signatory Title: Finabel S.A., Managing Director Date of Execution: Immediately Available Funds Delivered to the Company on Execution Hereof: $ JOINDER AND SIGNATURE PAGE TO VIOLIN MEMORY, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT IN WITNESS WHEREOF, the undersigned has executed this Series B Preferred Stock Purchase Agreement as of the date first above written.

  • ACKNOWLEDGEMENT AND CONSENT The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

  • Electronic Delivery and Consent to Electronic Participation The Company may, in its sole discretion, decide to deliver any documents related to the Option grant under and participation in the Plan or future options that may be granted under the Plan by electronic means. Awardee hereby consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, including the acceptance of option grants and the execution of option agreements through electronic signature.

  • Acknowledgment and Agreement By execution below, the Seller expressly acknowledges and consents to the pledge, assignment and Grant of a security interest in the Receivables, the other Transferred Assets and the Issuer’s rights under this Agreement by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Seller hereby acknowledges and agrees that for so long as the Notes are outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Issuer under this Agreement in the event that the Issuer shall fail to exercise the same.

  • Acknowledgement and Consent to Bail In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

  • Counterpart Execution This Agreement may be executed in any number of counterparts with the same effect as if all of the Members had signed the same document. All counterparts shall be construed together and shall constitute one agreement.

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