Termination Due to Acquisition. If fifty percent or more of the stock or assets of Customer are acquired by another person or entity, whether by merger, reorganization, sale, transfer, or other similar transaction, then Aurum and Customer will negotiate in good faith the terms and conditions upon which this Agreement may be modified to accommodate such transaction. If the parties are unable to agree upon such modification, either party upon written notice to the other may terminate this Agreement upon the consummation of such acquisition or on a mutually agreeable date thereafter.
Termination Due to Acquisition. If fifty percent (50%) or more of the stock ------------------------------- or assets of Customer are acquired by another person or entity, whether by merger, reorganization, sale, transfer or other similar transaction, EDS and Customer will negotiate in good faith the terms and conditions upon which this Agreement may be modified to accommodate such transaction. If the parties are unable to agree upon such modification, either party upon written notice to the other may terminate this Agreement upon the consummation of such acquisition or on a mutually agreeable date thereafter.
Termination Due to Acquisition. During the Research Term or any Extended Research Term, if any major pharmaceutical company, which in the good faith determination of BMS, is a competitor of BMS closes on an acquisition of 3DP (whether through merger, consolidation or acquisition, directly or indirectly, of stock representing fifty percent (50%) or more of the outstanding voting stock or other equity securities of 3DP, sale of all or substantially all the assets of 3DP or otherwise), BMS may terminate the Research Program, but not the other provisions of this Agreement, effective thirty (30) days after written notice is transmitted to 3DP, its parent, successor, or the surviving or new entity, as the case may be, provided such notice shall not be sent until the actual closing date of such transaction. In such case, no termination fees shall be due, but BMS shall continue to fund the Research Program until the effective date of its termination.
Termination Due to Acquisition. During the Research Term, if any major ------------------------------ pharmaceutical company which, in the good faith determination of BMS, is a competitor of BMS acquires Pharmacopeia (whether through merger, consolidation or acquisition, directly or indirectly, of stock representing 50% or more of the outstanding voting stock or other equity securities of Pharmacopeia, sale of all or substantially all the assets of Pharmacopeia or otherwise), BMS may terminate the Research Collaboration and/or this Agreement effective ninety (90) days after written notice is transmitted to Pharmacopeia, its parent, successor, or the surviving or new entity, as the case may be.
Termination Due to Acquisition. If any third party which is a competitor of Bayer shall purchase substantially all the assets of ArQule, or if there is a change of control of ArQule. Bayer may terminate this Agreement upon [*] days' written notice which is received by ArQule or its parent; successor, or the surviving or new entity resulting from the business combination, as the case may be. As used herein, the term "change of control" shall mean the acquisition by a third party which is a competitor of Bayer of more than fifty percent (50%) of the voting stock of ArQule.
Termination Due to Acquisition. If fifty-percent (50%) or more of the stock or assets of Customer are acquired by another person or entity, whether by merger, reorganization, sale, transfer, or other similar transaction, then Fidelity and Customer will negotiate in good faith the terms and conditions upon which this Agreement may be modified to accommodate such transaction. If the parties are unable to agree upon such modification, either party upon written notice (in accordance with Section 17.2) to the other may terminate this Agreement upon consummation of such acquisition or on a mutually agreeable date thereafter. If Customer chooses to terminate the Agreement pursuant to this Section 2.8, Customer shall be liable for, in addition to all unpaid amounts due and owing to Fidelity under this Agreement from the Effective Date up to and including the Termination Date, all damages as set forth in Section 2.5. [***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended [***] [***]
Termination Due to Acquisition. If any Third Party which is a ------------------------------ competitor of Sandoz shall purchase substantially all the assets of Organogenesis or if there is a change of control of Organogenesis, Sandoz may terminate this Agreement upon ninety (90) days written notice. As used herein, change of control shall mean the acquisition by a third party which is a competitor of Sandoz of forty percent (40%) or more of the voting stock of Organogenesis. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
Termination Due to Acquisition. If fifty percent (50%) or more of the stock or assets of Customer are acquired by another person or entity, whether by merger, reorganization, sale, transfer, or other similar transaction, then Fidelity and Customer will negotiate in good faith the terms and conditions upon which this Agreement may be modified to accommodate such transaction. If the parties are unable to agree upon such modification, either party upon written notice (in accordance with Section 9.3) to the other may terminate this Agreement upon consummation of such acquisition or on a mutually agreeable date thereafter. If Customer chooses to terminate the Agreement pursuant to this Section 7.8, Customer shall be liable for, in addition to all unpaid amounts due and owing to Fidelity under this Agreement from the Effective Date up to and including the Termination Date, all damages as set forth in Section 7.5.
Termination Due to Acquisition. If fifty-percent (50%) or more of the stock or assets of Customer are acquired by another person or entity, whether by merger, reorganization, sale, transfer, or other similar transaction, then Fidelity and Customer will negotiate in good faith the terms and conditions upon which this Agreement may be modified to accommodate such transaction. If the parties are unable to agree upon such modification, either party upon written notice (in accordance with Section 17.2) to the other may terminate this Agreement upon consummation of such acquisition or on a mutually agreeable date thereafter. If Customer chooses to terminate the Agreement pursuant to this Section 2.8, Customer shall be liable for, in addition to all unpaid amounts due and owing to Fidelity under this Agreement from the Effective Date up to and including the Termination Date, all damages as set forth in Section 2.5. [***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended FIDELITY INFORMATION SERVICES, INC. CORE SERVICE BUREAU PROCESSING SCHEDULE INITIAL TERM [***] RENEWAL TERM [***] COMMENCEMENT DATE The Commencement Date is the date that Services are first installed and available for Customer’s use in a production environment which is signified by Fidelity turning the system over to Fidelity support (August 2006 or as otherwise mutually agreed in writing). This Schedule together with any Attachments and/or Schedules hereto (“Schedule”), the General Terms and Conditions (“General Terms”), and any written modifications thereto signed and agreed to by Fidelity Information Services, Inc. of Maitland, Florida (“Fidelity”) and Placer Sierra Bank of Auburn, California (“Customer”) from time to time hereafter shall be referred to as the “Core Service Bureau Processing Agreement” or “Agreement”.
Termination Due to Acquisition. IF
(i) FIFTY PERCENT OR MORE OF THE STOCK OR ASSETS OF CUSTOMER, OR CUSTOMER'S HOLDING COMPANY, ARE ACQUIRED BY ANOTHER PERSON OR ENTITY, WHETHER BY MERGER, REORGANIZATION, SALE, TRANSFER, OR OTHER SIMILAR TRANSACTION, (ii) CUSTOMER IS NOT THE SURVIVING ENTITY, AND (iii) CUSTOMER'S DATA WILL BE PROCESSED BY THE ACQUIRING ENTITY OR ITS CURRENT VENDOR, THEN EDS AND CUSTOMER WILL NEGOTIATE IN GOOD FAITH THE TERMS AND CONDITIONS UPON WHICH THIS AGREEMENT MAY BE MODIFIED TO ACCOMMODATE SUCH TRANSACTION. IF THE PARTIES ARE UNABLE TO AGREE UPON SUCH MODIFICATION, EITHER PARTY MAY TERMINATE THIS AGREEMENT UPON EITHER A MUTUALLY AGREEABLE DATE OR, IN THE EVENT THE PARTIES ARE UNABLE TO AGREE ON SUCH DATE, THE LATER OF (i) CONSUMMATION OF THE ACQUISITION OR (ii) A DATE BASED ON THE FOLLOWING TABLE:
i. TWELVE MONTHS FOLLOWING WRITTEN NOTICE FROM EITHER PARTY IF SUCH NOTICE IS PROVIDED IN MONTHS ONE THROUGH TWELVE (1-12) FOLLOWING THE OPERATIONAL DATE.
ii. NINE (9) MONTHS FOLLOWING WRITTEN NOTICE FROM EITHER PARTY IF SUCH NOTICE IS PROVIDED IN MONTHS THIRTEEN THROUGH THIRTY-SIX (13-36) FOLLOWING THE OPERATIONAL DATE.
iii. SIX (6) MONTHS FOLLOWING WRITTEN NOTICE FROM EITHER PARTY IF SUCH NOTICE IS PROVIDED IN MONTHS THIRTY-SEVEN THROUGH SIXTY (37-60) FOLLOWING THE OPERATIONAL DATE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN THE EVENT CUSTOMER IS ACQUIRED BY ANOTHER FINANCIAL INSTITUTION WHICH IS A PRE-EXISTING, CONTRACTUAL CUSTOMER OF EDS FOR THE PROVISION OF SUBSTANTIALLY THE SAME SERVICES AS THOSE PROVIDED UNDER THIS AGREEMENT USING THE MISER OPERATING SYSTEM, THEN CUSTOMER MAY TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 7.2 AND WILL PAY TO EDS THE AMOUNTS DESCRIBED IN SECTION 7.7, AND NOT THOSE AMOUNTS DESCRIBED IN SECTION 7.6."
