Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement that is a consequence of an act, or failure to act, undertaken by the breaching party with the actual knowledge that the taking of such act, or failure to act, would result in such breach.
Appears in 7 contracts
Sources: Merger Agreement (La Jolla Pharmaceutical Co), Merger Agreement (La Jolla Pharmaceutical Co), Merger Agreement (Innoviva, Inc.)
Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement that is a the consequence of an act, act or failure to act, undertaken omission by the breaching party with the actual knowledge that the taking of such act, act or failure to act, take such action would result in such breachbe a material breach of this Agreement.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Intevac Inc), Merger Agreement (Checkmate Pharmaceuticals, Inc.), Agreement and Plan of Merger (Array Biopharma Inc)
Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement that is a consequence of an act, or failure to act, undertaken by the breaching party Party with the actual knowledge that the taking of such act, or failure to act, would result in such breach.
Appears in 2 contracts
Sources: Merger Agreement (Merck & Co., Inc.), Merger Agreement (Immune Design Corp.)
Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement prior to the date of termination that is a consequence of an act, or failure to act, undertaken by the breaching party Party with the actual knowledge that the taking of such act, or failure to act, would result in such breach.
Appears in 2 contracts
Sources: Merger Agreement (Principia Biopharma Inc.), Merger Agreement (Synthorx, Inc.)
Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement that is a consequence of an a deliberate act, or deliberate failure to act, undertaken by the breaching party with the actual knowledge (or with the knowledge a Person acting reasonably under the circumstances should have) that the taking of such act, or failure to act, would result in such breach.
Appears in 2 contracts
Sources: Employment Agreement (AutoWeb, Inc.), Merger Agreement (AutoWeb, Inc.)
Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement that is a consequence of an act, act or failure to act, omission undertaken by the breaching party with the actual knowledge that the taking of such actof, or failure to acttake, such act would, or would result reasonably be expected to, cause or constitute a material breach of this Agreement; it being acknowledged and agreed, without limitation, that any failure by any party to consummate the Merger and the other Contemplated Transactions in such breachaccordance with the terms of this Agreement after the applicable conditions thereto have been satisfied or waived shall constitute a Willful Breach of this Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Fortress Investment Group LLC)
Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement that is a consequence of an act, intentional act or intentional failure to act, act undertaken by the breaching party with the actual knowledge that the taking of such act, party’s act or failure to act, act would result in such or constitute a material breach.
Appears in 1 contract
Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this the Agreement that is a consequence of an act, or failure to act, undertaken by the breaching party Party with the actual knowledge that the taking of such act, or failure to act, would result in such breach.
Appears in 1 contract
Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement prior to the date of termination that is a consequence of an act, or failure to act, undertaken by the breaching party Party with the actual knowledge that the taking of such act, or failure to act, would result in such breach.
Appears in 1 contract
Sources: Merger Agreement (RayzeBio, Inc.)
Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement that is a consequence of an act, or failure to act, undertaken by the breaching party Party with the actual knowledge that the taking of such act, or failure to act, would result in in, or would be reasonably expected to result in, such breach. EXHIBIT B SURVIVING CORPORATION CERTIFICATE OF INCORPORATION FIRST. The name of the corporation is Senomyx, Inc. (the “Corporation”).
Appears in 1 contract
Sources: Merger Agreement (Senomyx Inc)
Willful Breach. “Willful Breach” shall mean means a material breach of any covenant or agreement set forth in this Agreement that is a consequence of an act, intentional act or intentional failure to act, act undertaken by the breaching party with the actual knowledge that the taking of such act, party’s act or failure to act, act would result in such or constitute a material breach.
Appears in 1 contract