Selling Party Right Sample Clauses

Selling Party Right. If all of the equity securities to which the Notice refers are not elected to be purchased by the Preferred Stockholders, the Preferred Selling Party may sell all such shares not to be so purchased at the price and on the terms specified in the Notice, provided that (i) such sale or transfer is consummated within one hundred fifty (150) days of the date of the Notice, and (ii) that prior to the transfer, the transferee of such equity securities agrees in writing (in a form satisfactory to the Preferred Stockholders) that such transferee shall receive and hold such securities subject to the provisions of this Section 3.
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Selling Party Right. In the event that the Offeree Party notifies the Selling Party in writing that it has determined not to purchase the offered Equity Securities or fails to respond to the Selling Party by the end of the Refusal Period, then the Selling Party may Transfer such Equity Securities to such third party at the price and on the terms specified in the Refusal Notice, provided that, as a condition to the Transfer, such third party agrees in writing to receive and hold such Equity Securities subject to the provisions of this Agreement.
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Selling Party Right. If all of the equity securities to which the ------------------- Notice refers are not elected to be purchased by the Company, the Holder may sell all such shares at the price and on the terms specified in the Notice, provided that (i) such sale or transfer is consummated within ninety days of the date of the Notice, and (ii) that prior to the transfer, the transferee of such equity securities agrees in writing (in a form satisfactory to the Company) that such transferee shall receive and hold such securities subject to the provisions of this right of first refusal.
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Selling Party Right. If all of the equity securities to which the ------------------- Common Notice refers are not elected to be purchased by the Company or the Preferred Holders and the Common Holders, the Selling Party may sell all such shares at the price and on the terms specified in the Common Notice, provided that (i) such sale or transfer is consummated within one hundred twenty days of the date of the Common Notice, and (ii) that prior to the transfer, the transferee of such equity securities agrees in writing (in a form satisfactory to the Company) that such transferee shall receive and hold such securities subject to the provisions of this Section 4.
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Related to Selling Party Right

  • Third Party Rights A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement.

  • Infringement of Third Party Rights Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Genentech shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Genentech’s activities under this Agreement at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Genentech fails to proceed in a timely fashion with regard to such defense, Curis shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Curis shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Curis’ activities under this Agreement at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Curis fails to proceed in a timely fashion with regard to such defense, Genentech shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other Party hereunder without the consent of such Party.

  • No Third Party Rights Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto.

  • EXCLUSION OF THIRD PARTY RIGHTS A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

  • Governing Law; No Third Party Rights This Agreement and the Notes and the rights and obligations of the parties under this Agreement and the Notes shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. This Agreement is solely for the benefit of the parties hereto and their respective successors and assigns, and, except as set forth in subsection 11.6, no other Persons shall have any right, benefit, priority or interest under, or because of the existence of, this Agreement.

  • Infringement Controlled Affiliate shall promptly notify Plan and Plan shall promptly notify BCBSA of any suspected acts of infringement, unfair competition or passing off that may occur in relation to the Licensed Marks and Name. Controlled Affiliate shall not be entitled to require Plan or BCBSA to take any actions or institute any proceedings to prevent infringement, unfair competition or passing off by third parties. Controlled Affiliate agrees to render to Plan and BCBSA, without charge, all reasonable assistance in connection with any matter pertaining to the protection of the Licensed Marks and Name by BCBSA.

  • Infringement of Patents by Third Parties (a) Except as expressly provided in the remainder of this Section 6.3, Intrexon shall have the sole right to take appropriate action against any person or entity directly or indirectly infringing any Intrexon Patent (or asserting that an Intrexon Patent is invalid or unenforceable) (collectively, “Infringement”), either by settlement or lawsuit or other appropriate action.

  • Creditor Party rights unaffected Nothing in this Clause 30 shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment.

  • Third Party Data Any statistical, industry-related and market-related data, which are included in the Disclosure Package and the Prospectus, is based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agrees with the sources from which it is derived, and the Company has obtained the written consent for the use of such data from such sources to the extent required.

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