Subsequent Negotiation Sample Clauses

Subsequent Negotiation. Should any provision(s) be deemed invalid, within thirty (30) days, upon the request of either party, they shall meet to negotiate regarding the affected provision(s).
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Subsequent Negotiation. Parent and Seller agree to cause their representatives to meet and negotiate in good faith changes as appropriate to the Contingent Earnout formula and calculation, or changes as appropriate in senior management of Buyer, to attempt to reasonably approximate the use and management of the assets of the Business in relation to the calculation and payment of the Contingent Earnout as such assets are utilized and managed and as such Contingent Earnout Payments are calculated and paid subsequent to the time of Closing, upon the occurrence of either of the following events: (i) Xxx Xxxxx is no longer employed by Buyer (or in the event Xx. Xxxxx remains employed by Buyer but has assumed significant and time-consuming responsibilities at Parent), or (ii) Parent has made a significant change in the operations of Buyer such as a merger, sale of stock, reorganization of the business operations of Buyer or sale of assets not in the ordinary course of business; provided however that Seller has no veto power or approval right relative to such transaction but shall have the right to negotiate with Parent as set forth above.
Sample 1

Related to Subsequent Negotiation

  • Joint Negotiation The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, the parties intend that this Agreement be construed as if drafted jointly by the parties and that no presumption or burden of proof arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

  • Agreement Negotiated The Members are sophisticated and have been represented by lawyers throughout the negotiation and execution of this Agreement who have carefully negotiated the provisions hereof. As a consequence, the parties do not believe the presumption of California Civil Code Section 1654 and similar laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied in this case and therefore waive its effects.

  • Contract Negotiations Where operational requirements permit, and on reasonable notice, the Employer shall grant special leave with pay for not more than two (2) representatives of each bargaining unit for the purpose of attending contract negotiation meetings with the Employer on behalf of the Union. Such permission shall not be unreasonably withheld.

  • Individual Negotiation This Agreement and each Transaction hereunder is subject to individual negotiation by the parties.

  • No Negotiation Until such time, if any, as this Agreement is terminated pursuant to Section 9, Sellers will not, and will cause each Acquired Company and each of their Representatives not to, directly or indirectly solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any Person (other than Buyer) relating to any transaction involving the sale of the business or assets (other than in the Ordinary Course of Business) of any Acquired Company, or any of the capital stock of any Acquired Company, or any merger, consolidation, business combination, or similar transaction involving any Acquired Company.

  • Right of Negotiation (i) If Voyager or any Affiliate, successor, assign thereof decides not to Exploit the Product for any reason, including any such decision by Voyager following a decision by a licensee of Voyager to abandon its rights under a license from Voyager, (which Voyager shall promptly notify DURECT in writing as soon as practicable but no later than thirty (30) days after such decision) or (ii) if DURECT shall have terminated the Agreement pursuant to Section 11.2(c)(ii), DURECT shall have a right of first negotiation to obtain from Voyager an exclusive license, with the right to sublicense, under the Voyager Patents and Project Information and Inventions, and the right to use all regulatory filings, Clinical Trial data and CMC data and all other intellectual property owned by Voyager, in each case to the extent solely related to the Product, and the right to cross-reference any and all regulatory filings with respect to the Product, solely for purposes of Exploiting the Product. No later than twenty (20) days after DURECT's receipt of notice from Voyager under (i) above or the effective date of termination under (ii) above, DURECT shall notify Voyager whether it wishes to exercise its right of first negotiation. If DURECT notifies Voyager that its wishes to exercise its right of first negotiation, then Voyager shall allow DURECT to conduct reasonable diligence including providing to DURECT all information as reasonably requested by DURECT, and the Parties shall negotiate in good faith a definitive agreement covering such license to DURECT for a period not to exceed 180 days from the date of DURECT's notice of exercise. In the event that the Parties have not executed a definitive agreement within such 180-day period, then Voyager shall have no further obligations to DURECT. Prior to the exhaustion of DURECT's right under this Section 8.7, Voyager may not offer nor negotiate with any third Person any license or assignment of subject matter covered by this right of negotiation.

  • Exclusive Negotiations The State will not bargain collectively or meet with any employee organization other than MSEA-SEIU with reference to terms and conditions of employment of employees covered by this Agreement. If any such organizations request meetings they will be advised by the State to transmit their requests concerning terms and conditions of employment to MSEA-SEIU.

  • Prior Negotiations This Agreement supersedes all prior negotiations with respect to the subject matter hereof.

  • Right of First Negotiation If during the term of this Agreement, Onconova desires to develop and/or commercialize in the Licensed Territory any product containing a Related Compound (as defined below), either itself or with or through an Affiliate or a Third Party, Onconova shall, prior to the commencement of any such activities in or with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **.

  • No Negotiations Neither Company nor any Shareholder will directly or indirectly (through a representative or otherwise) solicit or furnish any information to any prospective buyer, commence, or conduct presently ongoing, negotiations with any other party or enter into any agreement with any other party concerning the sale of Company, Company's assets or business or any part thereof or any equity securities of Company (an "acquisition proposal"), and Company and Shareholders shall immediately advise Buyer of the receipt of any acquisition proposal.

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