Future Acquirer definition

Future Acquirer means the Third Party to any Change of Control transaction and any of such Third Party’s Affiliates.
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Future Acquirer means a Third Party that is, or whose Affiliate is, a counterparty to a transaction or series of transactions effecting a Change in Control involving a Party.
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Future Acquirer means, with respect to a Party, the non-Affiliate party to any Change of Control of such Party and such non-Affiliate Person’s Affiliates immediately prior to the Change of Control.
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Examples of Future Acquirer in a sentence

  • The provisions of this Section 2.4.4.1 shall not apply to any Future Acquirer or any Affiliate of any Future Acquirer other than Mersana to the extent that any activities conducted by any such Future Acquirer or any such Affiliate with respect to such Designated Target do not make use of any information or intellectual property right that is deemed Controlled by Mersana pursuant to this Agreement.

  • Each Party agrees that the other Party may perform some or all of its obligations under this Agreement through Affiliates (other than, in the case of Codiak, a Future Acquirer unless Jazz provides its prior written consent) for so long as they remain Affiliates of such other Party; provided that each Party will remain responsible and be a guarantor of the performance by its Affiliates and will cause its Affiliates to comply with the provisions of this Agreement in connection with such performance.

  • Without limiting the foregoing, MTEM shall not disclose to, and shall implement appropriate protections to prevent the use by such Future Acquirer of any Program IP or other Product Information.

  • Notwithstanding the foregoing, in no event shall Shionogi invoke the right granted in the immediately preceding sentence for the purpose of delaying or otherwise frustrating a Change of Control transaction with any Future Acquirer of Egalet.

  • Each Party agrees that the other Party may perform some or all of its obligations under this Agreement through Affiliates (other than a Future Acquirer unless Sanofi provides its prior written consent) for so long as they remain Affiliates of such other Party; provided that each Party will remain responsible and be a guarantor of the performance by its Affiliates and will cause its Affiliates to comply with the provisions of this Agreement in connection with such performance.

  • Without limiting the foregoing, MTEM shall not disclose to, and shall implement appropriate protections to prevent the use by such Future Acquirer of any Program IP or other Product Information for uses that are the subject of an exclusive license to Takeda with respect to Development and Commercialization of Licensed Products.


More Definitions of Future Acquirer

Future Acquirer means a person or entity that succeeds to all or substantially all of a Party’s business or assets relating to the subject matter of this Agreement in connection with a Change of Control of such Party.
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Future Acquirer means (a) a Third Party to any Change in Control transaction involving Mersana and such Third Party and (b) any of such Third Party’s Affiliates existing immediately prior to such Change in Control. For the avoidance of doubt, “Future Acquirer” does not include any Person that was an Affiliate of Mersana prior to any such Change in Control transaction.
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Related to Future Acquirer

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Control share acquisition means, subject to specified exceptions, the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of determining whether an acquisition constitutes a control share acquisition, shares acquired within 90 days or under a plan to make a control share acquisition are considered to have been acquired in the same acquisition. “Issuing public corporation” means a corporation which has (i) 100 or more shareholders, (ii) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of greater than $1,000,000, and (iii) (A) more than 10% of its shareholders resident in Indiana, (B) more than 10% of its shares owned of record or owned beneficially by Indiana residents, or (C) 1,000 shareholders resident in Indiana.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Company Merger has the meaning specified in the Recitals hereto.

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • First Merger has the meaning set forth in the Recitals.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

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

  • Public conveyance means a conveyance that the public or a portion of the public has access to and a right to use for transportation, including an airline, railroad, bus, boat, or other public conveyance.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Business Combination Transaction means:

  • Share Exchange has the meaning set forth in Section 2.1.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Merger Sub II has the meaning set forth in the Preamble.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • Merger Sub has the meaning set forth in the Preamble.

  • REO Acquisition The acquisition by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders of any REO Property pursuant to Section 3.14.