Third Party Transaction. In the event that any Development Program, Aimmune Product or Major Territory ceases to be, or be part of, an In-Scope Program by virtue of a Transfer involving one (1) or more of the Aimmune Product(s), as contemplated by Section 2.2, then NHSc may terminate this Agreement upon written notice to Aimmune given within sixty (60) days after NHSc gains knowledge of Aimmune’s entering into an agreement in respect of such Transfer.
Third Party Transaction. Subject to the terms of this Section 4, if MDCP approves a Sale of the Company (and, in the case of any sale or other fundamental change which requires the approval of the managers of a Delaware manager-managed limited liability company pursuant to applicable Delaware law, the Board shall have approved such Sale of the Company), and MDCP notifies the holders of Company Units that it is invoking the provisions of this Section 4, the holders of Company Units shall vote for (to the extent permitted to vote for) and shall be deemed to have consented to and agree to raise no objections against (and to confirm such consent in writing) the Sale of the Company or the process by which such transaction was arranged. If the Sale of the Company is structured as a (i) merger or consolidation, each holder of Company Units shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of Company Units or other equity securities or interests, each holder of Company Units shall agree to sell and surrender all of such holder’s Company Units and rights to acquire Company Units on the terms and conditions approved by MDCP and the Board (to the extent required by applicable Delaware law). The holders of Company Units shall take all necessary or desirable actions in connection with the consummation of the Sale of the Company, including executing a sale contract pursuant to which each holder of Company Units will: (i) severally (but not jointly) make the same representations, warranties and indemnities regarding the Company and its assets, liabilities and business (collectively, the “Company Reps”) and (ii) solely on behalf of such holder, make such representations, warranties and indemnities concerning such holder and the Company Units (if any) to be sold by such holder as may be set forth in any agreement approved by MDCP and the Board (to the extent required by applicable Delaware law); provided that: (A) the pro rata share of a holder of Company Units for any amounts payable in connection with any claim under the Company Reps by the purchaser(s) in such Sale of the Company transaction shall be determined in accordance with Section 4(d) below (any such amount payable, a “Company Loss”), and (B) if any holder of Company Units pays for more than such holder’s pro rata share of a Company Loss (such amount, the “Loss Overpayment”), then each other holder of Company Units will simultaneously contribute to such ho...
Third Party Transaction. As soon as reasonably practicable after the Authorised Representative’s notice, the Supplier shall enter into the Third Party Transaction. The price specified by the Authority shall be the price of the relevant Contract Block(s). Entitlement to charge a Transaction Fee for entering into a Third Party Transaction: For each Third Party Transaction, the Supplier may charge a Transaction Fee to be calculated in accordance with Part 2 of Annex 2.
Third Party Transaction. 3.4.1 If within [***] after the Cessation Event, the Company has not entered into a transaction with a Third Party with respect to an Opted-In Product or if the Company is unable to secure a bona fide offer from a Third Party with terms more favorable than the terms set forth in the best offer from Pfizer, as determined by an independent committee of the Board of Directors of the Company, prior to the Cessation Event for such Opted-In Product (the “Pfizer’s Best Offer”), Pfizer shall have the right to restore the ROFN Option for the Opted-In Product or enter into a Commercialization Transaction for such Opted-In Product on terms as set forth in Pfizer’s Best Offer. In the event Pfizer restores the ROFN Option, Section 3.2.3 shall apply.
3.4.2 If, following a Cessation Event, the Company enters into a Third Party Commercialization Agreement with respect to any rights to develop and commercialize such Opted-In Product in the Territory whether by way of license, sub-license, co-promotion/co-commercialization agreement, profit share, joint venture or asset sale, such Product shall no longer be an Opted-In Product and the Company shall not be permitted to invoice pursuant to Section 2.5 with respect to such Opted-In Product following the date of such Third Party Commercialization Agreement.
Third Party Transaction. If CIBC and Hancxxx (xx long as each such Person holds not less than 50% of the Securityholder Securities held by such Person on the date hereof) (the "Approving Securityholders") and the Board approve a Sale of the Company (the "Approved Sale"), each of the other Securityholders (the "Other Securityholders") shall consent to, vote in favor of and raise no objections against the Approved Sale. If the Approved Sale is structured as (i) a merger or consolidation, each holder of Securityholder Securities shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) a sale of stock, each holder of Securityholder Securities shall agree to sell all of his or its Securityholder Securities and options to acquire Securityholder Securities on the terms and conditions approved by the Board. Each holder of Securityholder Securities shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Board or the Approving Investors.
Third Party Transaction. No officer, director or affiliate of the Seller has an interest, or the right to acquire an interest, in the Purchaser or in the transactions being entered into by it under this Agreement.
Third Party Transaction. WCP's exercise of the Option shall be deemed to have been ineffective unless one of the following conditions is satisfied on or before the date of closing of the acquisition pursuant to the Option: (1) WCP has entered into a purchase and sale agreement with a third-party purchaser unaffiliated with WCP whereby WCP is selling the Land and Project to such third-party purchaser concurrently with WCP's acquisition of the Land from Prudential; (2) WCP has entered into such a third-party purchase and sale agreement but MOB has exercised its right of first opportunity under the partnership agreement of WCP and is purchasing the interest of Carlyle based on the purchase price established by such third party purchase and sale agreement; (3) WCP and Prudential have agreed in writing as to the fair market value of the Project as of a date no earlier than sixty (60) days prior to the date of the closing of the acquisition pursuant to the Option. WCP and Prudential agree to act reasonably in reaching the agreement described in clause (3) above. As used herein, "THIRD-PARTY AGREEMENT" means a third-party agreement as described in any of clauses (1) or (2) above and "GROSS CONSIDERATION" means the purchase price under the third-party agreement, as amended from time-to-time, described in clause (1) and (2) above or the agreed-upon value of the Project pursuant to clause (3) above.
Third Party Transaction. Impleo shall simultaneously with the closing of this Agreement, successfully consummate a third party transaction with X. Xxxx & Associates, Strafe & Co. f/b/o Xxxxx X. Xxxx, Strafe & Co. f/b/o Xxxxx X. Xxxxxxx, Strafe & Co. f/b/o Xxxxx X. Xxxxxxxxxxx and others to acquire their (a) interests in seven certain BCAM 10%/13% convertible subordinated promissory notes, which notes in the aggregate total a principal amount of $1,000,000 plus accrued interest; (b) interests in seven warrant instruments to purchase an aggregate of 333,333 shares of BCAM Common Stock; (c) 28.4971 shares of Drew Common Stock; and (d) 16.667 shares of $.01 par value common stock of BCAM Technologies, Inc., a New York Corporation. In the event less than all of the transactions contemplated by this third party transaction are not consummated prior to the closing of this Agreement, for each $100,000 of principal amount of notes and warrants not sold pursuant to this third party transaction, BCAM shall have the right to withhold 1/60th of the shares of Drew Common Stock transferred hereunder; provided, however, that BCAM shall consummate the remaining terms of this Agreement and, upon Buyer's tender of such "unsold notes," shall release to Buyer the withheld shares of Drew Common Stock.
Third Party Transaction. For purposes of this Agreement, a "Third-Party Transaction" shall mean any acquisition, merger, consolidation or joint venture with, investment (other than investments solely in marketable securities) in or any similar transaction involving a party other than TriMas, Masco or
Third Party Transaction. At any time after the date of this Agreement, any holder or holders of more than 75% of the Stockholder Shares, and at any time after February 28, 1995, any holder or holders of more than 51% of the Stockholder Shares, shall have the right to seek a Sale of the Company and produce an Independent Third Party or Independent Third Parties to acquire (i) all of the issued and outstanding capital stock of the Company (whether by merger, consolidation or sale or transfer of stock) or (ii) all or substantially all of the Company's assets on a consolidated basis. The holder or holders proposing a Sale of the Company (the "Proposing Stockholders") shall notify the Company and the other Stockholders (the "Other Stockholders") prior to commencing any actions in connection with such transaction.
