Divestment Transaction definition

Divestment Transaction means the transaction or transactions resulting from a license agreement, or other agreement(s) resulting from the Divestment Process.
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Divestment Transaction has the meaning set forth in Section 8.2(a).
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Divestment Transaction means any transaction or series of related transactions pursuant to which Takeda and/or any of its Affiliates sells, assigns or transfers, all or substantially all of the Takeda Intellectual Property, or exclusively licenses or exclusively sublicenses to any Third Party any Takeda Intellectual Property or Ovid Intellectual Property in the Field to Exploit any Product in the United States.
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Examples of Divestment Transaction in a sentence

  • To maintain the effectiveness of the interest rate swap, we have dedesignated a portion to align the notional amount of the instrument with the 2019 Euro Term Loan principal we expect to remain after the application of Divestment Transaction proceeds.

  • If a Divestment Transaction has not been consummated within [**], the Parties shall discuss in good faith the terms and conditions for continuing the Divestment Process, or for continuing the Development of the ADC.

  • In addition, we expect to receive cash from the exercise of warrants, as well as proceeds from the Divestment Transaction.

  • If Takeda has a bona fide intention to effect any Divestment Transaction, Takeda shall give notice in writing (the “Divestment Notice”) to Ovid of the proposed transaction promptly following Takeda’s determination to engage in negotiations with a Third Party with respect to such Divestment Transaction.

  • Interest expense related to the 2018 Euro Term Loan and 2019 Euro Term Loan has been allocated to results from discontinued operations relative to the proportion of those principal balances expected to be repaid from the proceeds of the Divestment Transaction (see Note 3, "Discontinued Operations and Assets Held for Sale").

  • The Company has appointed Public Appraiser Firm (“KJPP”) Suwendho Rinaldy & Rekan (“SRR”) as an independent appraiser to appraise the fair market value of 99.9998% of MAAT shares (“MAAT Shares”) and to provide a fair opinion for the Divestment Transaction.

  • This permit action is for two Major Amendments and an Administrative Amendment.

  • To maintain the effectiveness of the interest rate swap, we have de-designated a portion of the notional amount to align with the principal balance of the 2021 Euro Loan principal that will remain after the application of Divestment Transaction proceeds.

  • In the event that the HPV Divestment Transaction is in the form of an acquisition, then, it shall be a condition to the receipt by the Equityholders of any HPV Divestment Consideration, that the Equityholders Representative shall agree, on behalf of the Equityholders, to be bound to the same escrow, holdback, indemnity and other covenants and obligations as the Company and its Affiliates (including Parent) are bound in such transaction.

  • Interest expense related to the 2019 Euro Loan and 2021 Euro Loan has been allocated to results from discontinued operations relative to the proportion of those principal balances expected to be repaid from the proceeds of the Divestment Transaction (see Note 3, "Discontinued Operations and Assets Held for Sale").


More Definitions of Divestment Transaction

Divestment Transaction means [***]. 1.47 “Effective Date” has the meaning set forth in the preamble. 1.48 “Exclusive License” has the meaning set forth in Section 3.1. 1.49 “Exploit” means with respect to a Compound or Product, to use, research, Develop, Manufacture, Commercialize, import, export, transport or otherwise make full use of such Compound or Product, or having any of the foregoing done, and “Exploitation” means the act of doing any of the foregoing. 1.50 “FDA” means the Food and Drug Administration of the United States, or the successor thereto. 1.51 “FFDCA” means the United States Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 301 et seq., as amended from time to time, together with any rules, regulations and requirements promulgated thereunder (including all additions, supplements, extensions, and modifications thereto). 1.52 “Field” means all uses and all fields. 1.53 “Financial Lender” means, as of the Effective Date, [***], and during the Term, any other financial lender to Centessa in connection with a financing (including the granting of a security interest in or lien on Centessa’s rights under this Agreement and the Licensed Technology in connection with any financing and following an event of default under any such financing subject to AnaptysBio’s rights hereunder and thereunder).
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Divestment Transaction has the meaning set forth in Section 1.31 of the Takeda Agreement. “Epilepsy Field” has the meaning set forth in Section 15.1 of the Takeda Agreement. “Escrow Account” means the segregated account established pursuant to the Escrow Agreement, into which all payments of the Royalty/Milestone Interests are to be remitted, including payments of amounts payable by Takeda pursuant to the Instruction Letter. “Escrow Agent” means Wilmington Trust, National Association, as escrow agent. “Escrow Agreement” means that certain escrow agreement, dated as of the Closing Date, executed by Xxxxxx, Purchaser and the Escrow Agent, substantially in the form attached hereto as Exhibit C. “Excluded Assets” has the meaning set forth in Section 2.3. “Excluded Liabilities and Obligations” has the meaning set forth in Section 2.2. “Expense Reimbursement” means the out-of-pocket expenses incurred by Purchaser in connection with the negotiation of the Transaction Documents that is agreed to be reimbursed by Seller to Purchaser, up to $100,000. “FDA” means the U.S. Food and Drug Administration and any successor agency thereto. “Fundamental Representations” means the representations and warranties contained in [***]. “GAAP” means generally accepted accounting principles in effect in the United States from time to time. “Governmental Authority” means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority (including supranational authority), commission, instrumentality, regulatory body, court, central bank or other Person exercising executive, legislative, judicial, taxing, regulatory or administrative powers
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Related to Divestment Transaction

  • Co-Investment Transaction means any transaction in which a Regulated Fund (or its Wholly-Owned Investment Sub (defined below)) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

  • Payment Transaction means an act, initiated by the payer or on his behalf or by the payee, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the payee;

  • Replacement Transaction means, with respect to any Terminated Transaction or group of Terminated Transactions, a transaction or group of transactions that (i) would have the effect of preserving for Party B the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that Date, and (ii) has terms which are substantially the same as this Agreement, including, without limitation, rating triggers, Regulation AB compliance, and credit support documentation, save for the exclusion of provisions relating to Transactions that are not Terminated Transaction, as determined by Party B in its sole discretion, acting in a commercially reasonable manner.

  • Potential Co-Investment Transaction means any investment opportunity in which a Regulated Fund (or its Wholly-Owned Investment Sub) could not participate together with one or more Affiliated Funds and/or one or more other Regulated Funds without obtaining and relying on the Order.

  • Subsequent Transaction has the meaning set forth in Section 1.08.

  • Relevant Transaction has the meaning specified in Section 2.05(b)(ii).

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Restricted Payment Transaction means any Restricted Payment permitted pursuant to Section 409, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception contained in clause (i) and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition).

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Significant Transaction means a transaction which meets any one of the tests below:

  • Rate Management Transaction means any transaction (including an agreement with respect thereto) now existing or hereafter entered into between the Borrower and any Lender or Affiliate thereof which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Receivables Assets (which may include a backup or precautionary grant of security interest in such Receivables Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person that is not a Restricted Subsidiary; provided that any such Person that is a Subsidiary meets the qualifications in clauses (1) through (3) of the definition of “Receivables Subsidiary.”

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • Credit transaction means any transaction by the terms of which the repayment of money loaned or loan commitment made, or payment for goods, services, or properties sold or leased, is to be made at a future date or dates.

  • Document Transfer Event As defined in the Pooling and Servicing Agreement.

  • Business Combination Transaction means:

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.