Termination of Certain Rights and Obligations. Notwithstanding the foregoing provisions of this Agreement, the rights to registration pursuant to Sections 7.1 and 7.2, the obligations of Purchasers pursuant to Section 7.4(a), and the obligations of Issuer and the holders of 25% or more of its equity securities pursuant to Section 7.4(b) shall terminate as to any particular Registrable Securities that shall have been (a) sold in a registered public offering, (b) sold through a broker, dealer or underwriter in a public distribution or a public securities transaction in which the transferee receives a certificate without a securities legend or (c) sold or distributed pursuant to Rule 144.
Termination of Certain Rights and Obligations. In the event that there are Collaboration Compounds but either 1) no NAM Compound; or 2) no XXX Compounds or Agonist Compounds are discovered during the Research Period certain rights and obligation of this Agreement shall terminate as follows:
15.3.1 In the event that no NAM Compounds are discovered or identified during the Research Period or six (6) months thereafter:
(a) OMP’s rights and obligations to make a Selection, Develop, commercialise, market, pay royalties and milestones on NAM Compounds under Articles 2, 3, 5, 9.1.3 and 9.2.1 shall terminate.
(b) ADDEX’s rights and obligations under Articles 3 and 8.5 to develop or offer such NAM Compounds to OMP shall also terminate.
(c) The license granted to OMP under Article 8.1.1 to patent application GB 04 22748.4 in Appendix H shall terminate, if and only if, such patent application does not claim or does not issue with claims to a XXX Compound or Agonist Compound.
(d) The license granted to OMP under 8.1.2 to conduct research with ADDEX Patent and ADDEX Know-How for the purpose of discovering and identifying NAM Compounds shall terminate.
(e) The Parties shall cooperate in the handling and return of the Collaboration Tangible Research Products (other than Non-collaboration Compounds) which were specifically used in the research to discover and identify NAM Compound as follows: 1) Collaboration Tangible Research Product shall be returned to the Party who invented, owns or Controls the underlying asset (e.g. cell lines, research tools etc.) or destroyed at such Party’s written request; the Party who invented, owns or Controls the underlying asset shall bear the direct out-of-pocket expenses related to such return or destruction ;and 2) Collaboration Tangible Research Product wherein the underlying asset is Jointly Invented or jointly owned shall be promptly to the extent possible be equally divided by the Party in possession and one half thereof shall be promptly provided to the other Party; The Parties shall equally share the direct out-of-pocket expenses related to such division and provision of Collaboration Tangible Research Product;
15.3.2 In the event that no XXX Compounds or Agonist Compounds are discovered or identified during the Research Period or six (6) months thereafter:
(a) OMP’s rights and obligations to select, Develop, Commercialise, pay royalties and milestones on a XXX Compound or Agonist Compound under Articles 2, 3, 5, 9.1.2 and 9.2.1 shall terminate.
(b) ADDEX’s rights and obligatio...
Termination of Certain Rights and Obligations. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
Termination of Certain Rights and Obligations. The provisions of Paragraphs 3, 4, 7 and 8 shall terminate upon the consummation of the Company’s sale of its Common Stock to the general public in an underwritten offering pursuant to a registration statement under the Securities Act of 1933, as amended, in which the net proceeds to the Company are not less than $20,000,000 (an “Initial Public Offering”). The Board of Directors of the Company shall have the right, but not the obligation, to terminate all or any selected provisions of this Agreement upon the happening of any of the following: (i) simultaneously with the sale of at least ninety-five percent (95%) of the outstanding shares of the Company to a third-party which is not a company related by ownership in any way to the Company; or (ii) simultaneously with the merger of the Company into another company which is not a company related by ownership in any way to the Company and the Company is not the surviving entity; or (iii) simultaneously with the sale of all or substantially all of the assets of the Company. In no event shall Employee be required or requested to perform additional services for the Company, be subject to a salary adjustment, or in any way be required or requested to provide consideration in the form of services for the cancellation of the restrictions pursuant to this Paragraph 13, it being the express intention of the Company that any such cancellation be in all respects noncompensatory.
Termination of Certain Rights and Obligations. The Board of Directors of the Corporation shall have the right, but not the obligation, to terminate all or any selected provisions of this Agreement for the purpose of complying with applicable laws, rule or regulations.
Termination of Certain Rights and Obligations. (a) Section 8.1 shall terminate and have no further force or effect, upon the earliest to occur of:
(i) provided that none of the Standstill Parties has violated Section 8.1, the public announcement by the Company or any Third Party of any definitive agreement between the Company and such Third Party and/or any of its Affiliates providing for a Change of Control;
(ii) a third party commences a tender offer seeking to acquire beneficial ownership of more than 50% of the Company’s outstanding Common Stock and the Board of Directors of the Company recommends that the stockholders tender their Common Stock in such tender offer;
(iii) the expiration of the Standstill Term (subject to revival as set forth in the definition of such term);
(iv) the date on which the Common Stock ceases to be registered pursuant to Section 12 of the 1934 Act; and
(v) a liquidation or dissolution of the Company; provided, however, that if Section 8.1 terminates due to (x) clause (i) above and such definitive agreement is abandoned and no other definitive agreement providing for a Change in Control has been announced and not abandoned or terminated within ninety (90) days thereafter or (y) clause (ii) above and the tender offer is withdrawn or abandoned or the Board of Directors of the Company withdraws its recommendation in favor of such tender offer prior to the completion of the tender offer, the restrictions contained in Section 8.1 shall again be applicable until otherwise terminated pursuant to this Section 8.3(a).
(b) Section 8.2 shall terminate and have no further force or effect upon the earliest to occur of:
(i) the end of the Lock-up Term;
(ii) the consummation of a Change of Control;
(iii) the date on which the Investor and any Permitted Transferees (and the respective Affiliates of the Investor and any such Permitted Transferee) together beneficially own less than five percent (5%) of the Shares of Then Outstanding Common Stock;
(iv) a liquidation or dissolution of the Company; and
(v) the date on which the Common Stock ceases to be registered pursuant to Section 12 of the 1934 Act.
Termination of Certain Rights and Obligations. 10 6.1 Termination of Standstill Period ............................................................................10 6.2 Termination of Lock-Up Term ..............................................................................11 6.3
Termination of Certain Rights and Obligations. The Company's obligations and the Investors' rights under Sections 2.4, 6.1, 6.3, 6.8, 6.10, 6.11, 6.12, 6.14, 6.15, 6.16 and 6.17 of the Purchase Agreement shall terminate effective immediately upon signing of this Agreement.
Termination of Certain Rights and Obligations. The provisions of Section 2.6., the rights of any party hereto with respect to the breach of any provision hereof and any obligation accrued as of the date of termination shall survive the termination of this Agreement. 14.
Termination of Certain Rights and Obligations. The rights and obligations under Sections 1(b), 1(c), 1(d), 2(a), 2(b), 2(c) and 4(b) shall terminate upon the earliest of (such time being the “Termination Time”):
(a) such time as the Company shall have informed Pershing Square or the Target that it is not interested in consummating a Company Transaction (and the Company shall promptly notify Pershing Square of such determination);
(b) at election of either party, following the expiration of ten (10) calendar days after the Disclosure Date, if a Qualifying Transaction Proposal shall not have been made by such time or, if made, the time at which such acquisition proposal shall have been withdrawn or abandoned by the Company;
(c) at election of either party, following the expiration of twelve (12) months from the date hereof, if a definitive agreement providing for a Company Transaction shall not have been entered into by the Company and Allergan by such time or, if entered into, the time at which such definitive agreement shall have been terminated or abandoned by the Company;
(d) forty-five (45) calendar days after a merger or other business combination agreement is entered into that is a Third Party Transaction Proposal if a Company Superior Proposal with respect to such Third Party Transaction Proposal has not been made before such time or, if made, the time at which such Company Superior Proposal shall have been withdrawn or abandoned;
(e) five (5) Business Days prior to the stated expiration date (including any extension thereof) of a tender offer or exchange offer that is a Third Party Transaction Proposal if a Company Superior Proposal with respect to such Third Party Transaction Proposal has not been made before such time or, if made, the time at which such Company Superior Proposal shall have been withdrawn or abandoned; provided that it is reasonably expected that such tender offer or exchange offer will be closed and shares accepted for payment on such expiration date; and
(f) forty-five (45) calendar days after a Third Party Transaction Proposal is made if a Company Superior Proposal with respect to such Third Party Transaction Proposal has not been made before such time or, if made, the time at which such Company Superior Proposal shall have been withdrawn or abandoned.
