Without limiting Section 3. 4.1.1, IFA’s Oversight rights shall include the following:
Without limiting Section 3. 2(a), each Participant shall be entitled to one vote on any matter presented to the Participants for their consideration at any meeting of the Participants (or by written action of the Participants in lieu of a meeting).
Without limiting Section 3. 1(a), each Stockholder hereby agrees, separately and not jointly, with the Company not to Transfer all or any portion of the Shares or Registrable Securities unless and until:
Without limiting Section 3. 1(a), the Manager shall have the sole power and authority to effect any of the following by the Company or any of its Subsidiaries in one or a series of related transactions, in each case without the vote, consent or approval of any Member, unless otherwise provided in this Agreement: (i) any sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company); (ii) any merger, consolidation, reorganization or other combination of the Company with or into another entity, (iii) any acquisition; (iv) any issuance of debt or equity securities; (v) any incurrence of indebtedness; or (vi) any dissolution. Except for any vote, consent or approval of any Member expressly required by this Agreement, if a vote, consent or approval of the Members is required by the Act or other applicable law with respect to any action to be taken by the Company or matter considered by the Manager, each Member will be deemed to have consented to or approved such action or voted on such matter in accordance with the consent or approval of the Manager on such action or matter.
Without limiting Section 3. 1.2, throughout the Term, Seller shall provide Buyer with ***. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
Without limiting Section 3. 1.1, the Parties acknowledge and agree that (a) notwithstanding anything to the contrary herein, [**] and (b) the Development Plan as of the Effective Date contains clinical trial(s) (or arms thereof) that are not yet set forth in the protocol for such clinical trial(s) [**], and the JSC shall develop and approve [**], in each case, for incorporation into the Development Plan. For clarity, [**].
Without limiting Section 3. 1.2, throughout the Term, Seller shall provide Buyer with ***. The foregoing covenant shall not apply to Seller's sales of products to ***. By execution of each Purchase Order, Seller represents and warrants that the Unit Price for each Product being sold thereunder complies with the foregoing covenant. If Seller accepts a *** from any other such customer (other than ***), then (a) Seller shall promptly notify Buyer of the ***, (b) the *** that are functionally equivalent to the products offered or sold to such other customer shall be *** for *** so that the *** by such other customer (the ***), and (c) for Products that Seller has already purchased since the date on which the *** Buyer may *** that become due and owing under Invoices *** by such other customer and the applicable ***. The *** shall apply to all Products then subject to Purchase Orders and to all Products ***. Buyer and Seller shall make an adjustment on the Purchase Order, Order Acknowledgment or pricing information (whichever method is most easily managed by each parties order processing teams) to document such change in Unit Price. Buyer shall have the right to audit Seller's books and records pursuant to Section 18.1 to confirm Seller's compliance with this Section 3.1.3.
Without limiting Section 3. 2(a) or (g), any obligation or liability of Seller to the National Research Council of Canada or any other Person with respect to any Industrial Research Assistance Program, any Contract entered into in connection therewith or any condition or Applicable Law relating thereto.
Without limiting Section 3. 6(a), since the Balance Sheet Date, neither Seller nor any of its Affiliates has taken or permitted to occur any of the actions described in Section 5.4(b).
Without limiting Section 3. 4.1, within forty-five (45) days following the end of each Calendar Year during which AzurRx is conducting any Development activities hereunder, AzurRx shall provide the JSC with a reasonably detailed report of the Development activities it has performed, or caused to be performed, since the preceding report (or with respect to the first such report, since the Effective Date) and its Development activities in process, and the future activities it expects to initiate. Each such report shall contain the details as set out in Exhibit 3.4.2.
