Examples of Buyer Rights in a sentence
Before conducting the Audit, the Accountant must execute a reasonable confidentiality agreement with the Buyer and, if applicable, the relevant Buyer Rights Group member.
Execution of this Agreement and consummation of the Merger and the other transactions contemplated by this Agreement will not result in the grant of any rights to any Person under the Buyer Rights Agreement (other than as contemplated by Section 3.1) or enable or require the Buyer Rights to be exercised, distributed or triggered.
Subject to the terms and conditions of this Agreement, Buyer shall make each applicable payment (each a “Milestone Payment”) set forth in Section 1.11(a)(i), Section 1.11(a)(ii) or Section 1.11(a)(iii) to the Seller promptly (and in any event no later than [**]) after the achievement by any member of the Buyer Rights Group of the relevant event listed under Sections 1.11(a)(i), Section 1.11(a)(ii) or Section 1.11(a)(iii), respectively (each, a “Milestone Event”).
Notwithstanding anything to the contrary herein and for the avoidance of doubt, no Milestone Payment or Earn-Out Payment shall be due to the Seller for any MRT Product sold by Seller Parent or any of its controlled Affiliates, any of their respective distributors on their behalf or any of their respective licensees with respect to such MRT Product if such MRT Product was licensed to or acquired by Seller Parent or any of its controlled Affiliates from a member of the Buyer Rights Group.
Buyer shall not unreasonably withhold consent to incorporation if Seller demonstrates that it has licenses to such intellectual property that enable it to comply with paragraphs (ii), (iii), and (iv) of Customer and Buyer Rights above.
No event or sequence of events has occurred that has resulted in or may result in any Person becoming an Acquiring Person, as such term is defined in the Buyer Rights Agreement.
No "Shares Acquisition Date" or "Distribution Date" (as such terms are defined in the Buyer Rights Agreement) has occurred.
Except as set forth above and except pursuant to the Buyer Rights Agreement, there are no other Equity Secu- rities of Buyer outstanding.
Buyer has designated 1,000,000 shares of Buyer Preferred Stock as "Series A Junior Participating Pre- ferred Stock" and has reserved such shares for issuance upon exercise of Preferred Stock Purchase Rights under a Rights Agreement dated May 23, 1988 (the "Buyer Rights Agreement"), between Buyer and Mercantile Bank of St. Louis National As- sociation, as Rights Agent.
The Buyer shall provide written notice to the Representative within five (5) Business Days of submission by the Buyer or any member of the Buyer Rights Chain Group of (i) any BLA to the FDA and (ii) any MAA to the EMA, in each case in respect of the Fibrocaps Products.