Termination or Divestiture Sample Clauses

Termination or Divestiture. The notice provided pursuant to Section 5.4.3 (Post-Effective Date Affiliates) shall include a notification as to whether RBNC (or its Affiliate or Sublicensee) intends to: (a) Divest the Distracting Program, in which case [***]; or (b) terminate such Distracting Program, in which case [***] or (c) in the case of a Sublicensee, terminate the Sublicense Agreement with respect to the Product [***]. In the event RBNC (or its Affiliate or Sublicensee) elects to Divest the Distracting Program under subsection (a) [***], then (i) [***] or (ii) [***].
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Termination or Divestiture. The notice provided pursuant to Section 5.4.3 (Post-Effective Date Affiliates) shall include a notification as to whether XXXXX intends to: (a) Divest the Distracting Program, in which case XXXXX shall hold separate such Distracting Program (including ensuring that no manufacturing, process development, research, or clinical development personnel working on the Product or activities hereunder works on a Distracting Program (and vice versa), and ensuring that information from the Product (including all Licensed Know-How) or activities hereunder is sequestered from manufacturing, process development, research, or clinical development personnel working on the Distracting Program (and vice versa)) and use its commercially reasonable, good-faith efforts to Divest such Distracting Program; or (b) terminate such Distracting Program, in which case XXXXX shall terminate all manufacturing, clinical development and/or commercialization activities of such program within [***] days after the closing of the Distracting Transaction (provided that any ongoing clinical studies may continue if necessary or advisable for patient safety and provided further than out-licensing and similar business development efforts may continue), during which period XXXXX shall hold separate such Distracting Program (including ensuring that no manufacturing, process development, research, or clinical development personnel working on the Product(s) or activities hereunder works on a Distracting Program (and vice versa), and ensuring that information from the Product or activities hereunder is sequestered from manufacturing, process development, research, or clinical development personnel working on the Distracting Program (and vice versa)). In the event XXXXX elects to Divest the Distracting Program under subsection (a) and fails to complete such Divestiture within [***] of the closing of the Distracting Transaction, then XXXXX shall be deemed to have chosen to terminate such Distracting Program and shall promptly, and no later than within [***] days, comply with the requirements of subsection (b), above.
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Termination or Divestiture. The notice provided pursuant to Section 8.2 (Post- Effective Date Affiliates) will include a notification as to whether the Party entering into the Distracting Transaction intends to Divest or terminate the Distracting Program in accordance with this Section 8.3 (Termination or Divestiture):
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Related to Termination or Divestiture

  • Termination or Abandonment Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of the Company:

  • Divestiture If Grantee’s employment with the Company or a Subsidiary terminates as the result of a divestiture, then the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto shall become nonforfeitable in accordance with the terms and conditions of Section 1(a) as if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the fifth anniversary of the Date of Grant or the occurrence of a circumstance referenced in Section 2(a) or 2(b), whichever occurs first. For the purposes of this Agreement, the term “divestiture” shall mean a permanent disposition to a Person other than the Company or any Subsidiary of a plant or other facility or property at which Grantee performs a majority of Grantee’s services whether such disposition is effected by means of a sale of assets, a sale of Subsidiary stock or otherwise.

  • Termination in Connection with Change in Control a. This Agreement terminates if it is not assumed by the successor corporation (or affiliate thereto) upon a Change in Control (as defined below).

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “

  • Termination in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:

  • Termination in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company:

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Termination of Employment in Connection with a Change in Control If the Executive’s employment is terminated either by the Company Without Cause (as defined in Section 6(d)) or by the Executive for Good Reason (as defined in Section 6(e)(ii)), in either case within the period commencing one month prior to and ending twelve months following a Change in Control, then, subject to Section 22 [Compliance with Section 409A], the Executive shall be entitled to the compensation and benefits set forth in Sections 8(e)(i)(a) through (e) (in addition to any other payments or benefits provided under this Agreement), provided that within sixty days following the Executive’s termination of employment (i) the Executive has executed and delivered the Release to the Company, and (ii) the Release has become irrevocable:

  • Termination or Non Renewal A notice of termination of this Agreement has been properly provided by any Party to the other Parties pursuant to Article 11 (TERM AND TERMINATION) hereof (other than termination pursuant to Sections 11.2(b) (Material Breach by Replidyne), 11.2(d) (Bankruptcy Event for Replidyne), or 11.2(h) (Abandonment of Development or Commercialization ), or termination of the License Agreement due to the material breach or bankruptcy event of Replidyne), or the expiration of this Agreement due to Nisso declining after reasonable negotiation to extend the Term of this Agreement for the next Renewal Term.

  • Termination or Waiver Terminate or waive any right of substantial value, other than in the ordinary course of business;

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