Withdrawal from JSC Sample Clauses

Withdrawal from JSC. Visterra’s membership in the JSC shall be at its sole discretion, as a matter of right and not obligation, for the sole purpose of participation in governance, decision-making and information exchange with respect to activities within the authority of the JSC. At any time, Visterra shall have the right to withdraw from membership or participation in the JSC upon [**] days’ prior written notice to SIIL. Following Visterra’s withdrawal from membership or participation in the JSC, (A) the JSC shall be disbanded, (B) following disbandment of the JSC, all decisions from and after such date which would have been submitted to the JSC for resolution under the Agreement had the JSC not been disbanded shall instead be submitted for resolution by the Chief Executive Officers of the Parties (or any senior executive reporting directly to either Party’s Chief Executive Officer) and (C) each party shall have the right to continue to receive the information it would otherwise be entitled to receive under this Agreement.
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Withdrawal from JSC. At any time after the License Option Exercise, MacroGenics shall have the right to withdraw from participation in the JSC, for any reason, upon written notice to Takeda, which notice shall be effective immediately upon receipt (“Withdrawal Notice”). A communication by MacroGenics to the effect that it will not participate in a specific activity or event of the JSC shall not be deemed a Withdrawal Notice. Following the issuance of a Withdrawal Notice and subject to this Section 2.4, MacroGenics representatives to the JSC shall not participate in a meeting of the JSC (if any), nor shall MacroGenics have any right to vote on decisions within the authority of the JSC. If, at any time following the second anniversary of the issuance of a Withdrawal Notice, MacroGenics wishes to resume participating in the JSC, MacroGenics shall provide Takeda with ninety (90) days prior written notice and, following such notice period, MacroGenics’ representatives to the JSC shall thereafter be entitled to attend any subsequent meeting of the JSC and to participate in the activities of, and decision-making by, the JSC as provided in this Agreement. Following MacroGenics’ issuance of a Withdrawal Notice pursuant to this Section 2.4, unless and until MacroGenics resumes participation in the JSC in accordance with this Section 2.4, the JSC, at Takeda’s discretion, may be dissolved immediately upon Takeda providing written notice to MacroGenics, and thereafter, any requirement of a Party to provide Information or other materials to the JSC shall be deemed a requirement to provide such Information or other materials to Takeda and Takeda shall have the sole right to decide, without consultation with MacroGenics, all matters subject to the review or approval of the JSC hereunder. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.
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Related to Withdrawal from JSC

  • Withdrawal from Agreement A. Any Fund may elect to withdraw from this Agreement effective at the end of any monthly period by giving at least 90 days’ prior written notice to each of the parties to this Agreement. Upon the written demand of all other Funds which are parties to this Agreement a Fund shall withdraw, and in the event of its failure to do so shall be deemed to have withdrawn, from this Agreement; such demand shall specify the date of withdrawal which shall be at the end of any monthly period at least 90 days from the time of service of such demand.

  • Withdrawal Right Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any Subsidiary does not timely perform its related obligations within the periods therein provided, then such Buyer may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

  • No Withdrawal No Person shall be entitled to withdraw any part of such Person’s Capital Contribution or Capital Account or to receive any Distribution from the Company, except as expressly provided in this Agreement.

  • Withdrawal of Members A member may withdraw from this LLC by giving written notice to all other members at least days before the date the withdrawal is to be effective.

  • Withdrawal Rights Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.

  • Withdrawal of Member Notwithstanding anything to the contrary herein, the Member shall not withdraw as a member of the Company, and no event set forth in Section 5.4 shall cause or be deemed to cause the withdrawal of the Member from the Company. Any purported withdrawal by the Member shall be null and void.

  • Withdrawal of a Member For purposes of this Agreement, a “Withdrawn Member” is a member who is bankrupt, has resigned, or has retired (a “Withdrawal Event”). Upon a Withdrawal Event, the Withdrawn Member or any successor in interest to the Withdrawn Member shall become an Assignee of the Withdrawn Member’s Membership Interest in the Company.

  • Distribution Upon Withdrawal No withdrawing Member shall be entitled to receive any distribution or the value of such Member’s Interest in the Company as a result of withdrawal from the Company prior to the liquidation of the Company, except as specifically provided in this Agreement.

  • Withdrawal of Partners (a) Any Partner may Withdraw voluntarily from the Partnership subject to the prior written consent of the General Partner, including if such Withdrawal would (i) cause the Partnership to be in default under any of its contractual obligations or (ii) in the reasonable judgment of the General Partner, have a material adverse effect on the Partnership or its business. Without limiting the foregoing sentence, the General Partner generally intends to permit voluntary Withdrawals on the last day of any calendar month (or on such other date as shall be determined by the General Partner in its sole discretion), on not less than 15 days’ prior written notice by such Partner to the General Partner (or on such shorter notice period as may be mutually agreed upon between such Partner and the General Partner); provided, that a Partner may Withdraw from the Partnership with respect to such Partner’s GP-Related Partner Interest without Withdrawing from the Partnership with respect to such Partner’s Capital Commitment Partner Interest, and a Partner may Withdraw from the Partnership with respect to such Partner’s Capital Commitment Partner Interest without Withdrawing from the Partnership with respect to such Partner’s GP-Related Partner Interest.

  • Partial Withdrawals At any time any Holder shall be entitled to request a withdrawal of such portion of the Interest held by such Holder as such Holder shall request.

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