Termination for Significant Adjustments to Plan & Budget Sample Clauses

Termination for Significant Adjustments to Plan & Budget. In general, the JDCC shall review and amend the Plan & Budget on an ongoing basis as set forth in Section 2.2, and disputes regarding any proposed amendments shall be handled in accordance with Section 14.3. If at any time during the Co-Development Term, either Party proposes a change to the Plan & Budget that would cause the aggregate authorized European Development Costs thereunder to exceed [***] the Parties shall call a special meeting of the JDCC to assess the impact of such changes on European Development Costs and the Development timeline. If the JDCC determines that (i) given the then-current business, scientific and regulatory circumstances, completion of the Development objectives set forth in the then-current Plan & Budget would: [***]; and (ii) the circumstances giving rise to conditions (a) or (b) are primarily due to unforeseen events outside Toray’s control (e.g. where such difference is primarily due to material clinical Development efforts required by a Regulatory Agency to obtain Regulatory Approval in Europe, in addition to those Development efforts anticipated in the Initial Plan & Budget); then Toray shall have the right to discontinue its Development obligations with respect to Injection Products in Europe upon written notice to Acologix.
Sample 1
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Termination for Significant Adjustments to Plan & Budget. In general, the JDCC shall review and amend the Plan & Budget on an ongoing basis as set forth in Section 2.2, and disputes regarding any proposed amendments shall be handled in accordance with Section 14.3. If at any time during the Co-Development Term, either Party proposes a change to the Plan & Budget that would cause the aggregate authorized European Development Costs thereunder to exceed Eighteen Million Dollars ($18,000,000) the Parties shall call a special meeting of the JDCC to assess the impact of such changes on European Development Costs and the Development timeline. If the JDCC determines that (i) given the then-current business, scientific and regulatory circumstances, completion of the Development objectives set forth in the then-current Plan & Budget would: (a) require aggregate European Development Costs in excess of [***] of the aggregate European Development Costs budgeted in the Initial Plan & Budget; or (b) occur more than [***] after the targeted Development objective completion date in the Initial Plan & Budget; and (ii) the circumstances giving rise to conditions (a) or (b) are primarily due to unforeseen events outside Toray’s control (e.g. where such difference is primarily due to material clinical Development efforts required by a Regulatory Agency to obtain Regulatory Approval in Europe, in addition to those Development efforts anticipated in the Initial Plan & Budget); then Toray shall have the right to discontinue its Development obligations with respect to Injection Products in Europe upon written notice to Acologix.
Sample 1

Related to Termination for Significant Adjustments to Plan & Budget

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Compensation for Losses Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

  • Annual Adjustments Base Rent shall be increased on each annual anniversary of the first day of the first full month during the Term of this Lease (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated.

  • Adjustments to Option The Option shall be subject to the adjustment provisions of Sections 8 and 9 of the Plan, provided, however, that in the event of the payment of an extraordinary dividend by the Company to its shareholders: the Exercise Price of the Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws and to not have adverse tax consequences to the Optionee under Section 409A of the Code; and, if such reduction cannot be fully effected due to such tax laws and it will not have adverse tax consequences to the Optionee, then the Company shall pay to the Optionee a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not permitted to be applied to reduce the Exercise Price of the applicable Option as follows: (a) for each Share subject to a vested Option, immediately upon the date of such dividend payment; and (b) for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share.

  • PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL (a) Upon the occurrence of a Change in Control of the Bank or the Company (as herein defined) followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control.

  • Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Change in Accounting Method Neither Company nor any of its Subsidiaries has agreed to make, nor is it required to make, any material adjustment under Section 481(a) of the Code or any comparable provision of state, local, or foreign Tax Laws by reason of a change in accounting method or otherwise.

  • Six Month Delay for Specified Employees If any payment, compensation or other benefit provided to the Executive in connection with his employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is a “specified employee” as defined in Section 409A, no part of such payments shall be paid before the day that is six months plus one day after the Executive’s date of termination or, if earlier, the Executive’s death (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the Executive during the period between the date of termination and the New Payment Date shall be paid to the Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement.

  • Adjustments to Capital Accounts At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner:

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

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