Examples of Replacement Right in a sentence
Each Replacement Right shall not vest or become payable by the Surviving Corporation at the Effective Time and shall instead vest and become payable by Parent on the date upon which the applicable Share subject to the Full Value Award would have vested under the time-based vesting terms and other conditions, including any “double-trigger” acceleration terms, set forth in the award agreement governing such Full Value Award.
If GSK has exercised its (i) Replacement Right pursuant to Section 3.6, (ii) its Exclusive Option pursuant to Section 3.7, or (iii) the GSK COVID Continue Option or GSK Continue Option under the 2021 Collaboration Agreement, the Parties shall collaborate on the Development of such Replacement Product, Optioned Product or COVID Product, as applicable.
As soon as reasonably practicable following the exercise of the Replacement Right, Exclusive Option, GSK COVID Continue Option or GSK Continue Option by GSK, as applicable, the Parties shall jointly work on an R&D Plan for such Replacement Product, Optioned Product or COVID Product, as applicable, and shall submit such draft R&D Plan to the JSC for approval.
Within [*****] following the Replacement Request, the Parties will hold a JSC meeting for discussing the details with respect to the Replacement Product and the desired LNP or CVCM for such Replacement Product, and CureVac will provide to GSK all data, documents and information reasonably required by GSK to assess whether it wishes to exercise its Replacement Right with respect to the respective Replacement Product, including the amount of the Replacement Exercise Fee, if any.
GSK may replace a Product with (i) a new CureVac mRNA-Based vaccine or CureVac mRNA-Based Antibody (including for the same Pathogen or combination of Pathogens, but with a different primary Antigen or primary Antibody), or (ii) a CureVac mRNA-Based vaccine or CureVac mRNA-Based Antibody which is, at the time when GSK exercises its Replacement Right, under development by CureVac outside the scope of this Agreement (each, a "Replacement Product").
Upon Xxxxxx’s exercise of the Collaboration Degrader Target Set Replacement Right with respect to a Collaboration Degrader Target Set (subject to Section 3.1 (Proposed Degrader Target Sets)), such replaced Collaboration Degrader Target Set shall, effective from and after such time, cease to be a Collaboration Degrader Target Set and shall automatically become a Former Collaboration Degrader Target Set.
Each Replacement Right that is granted with respect to a cancelled vested Right shall be vested immediately; and each Replacement Right that is granted with respect to a cancelled non-vested Right shall become vested on the vesting date for the corresponding cancelled Right.
Within [*****] following this JSC and unless directed otherwise by GSK in writing, the Antigen/Antibody List Rep will perform the requisite Antigen/Antibody clearance in accordance with Section 3.4 and, if applicable, Section 3.5.1, GSK shall exercise its Replacement Right by sending written notice to CureVac within [*****] following the confirmation by the Antigen/Antibody List Rep that the Antibodies and/or Antigens are available to GSK ("Replacement Notice").
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Each Replacement Right shall become exercisable on the date the Replacement Right becomes vested, and shall remain exercisable for the remaining term of the corresponding cancelled right described in Section 6.1.