ROFN Trigger Notice definition

ROFN Trigger Notice will have the meaning set forth in Section 2.2.
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ROFN Trigger Notice has the meaning set forth in Section 5.4.1.
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ROFN Trigger Notice has the meaning given in Section 10.4.
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Examples of ROFN Trigger Notice in a sentence

  • After Zai’s receipt of the ROFN Trigger Notice, Zai will have [*] days (the “ROFN Notice Period”) to provide written notice to Paratek of its desire to negotiate with Paratek regarding the partnership for such ROFN Compound.

  • For clarity, if (a) Amgen declines the opportunity to negotiate after receipt of a ROFN Trigger Notice or (b) Amgen fails to provide a response to RBNC after receipt of a ROFN Trigger Notice during the applicable Notice Period, the ROFN Product that was the subject of such ROFN Trigger Notice shall not be considered a ROFN Pick, unless and until Amgen later exercises its right to negotiate to obtain an exclusive license to such ROFN Product in accordance with Sections 5.3 and 5.4.

  • For a period of sixty (60) days beginning with the receipt of the ROFN Trigger Notice by the ROFN Offeree Owner (the “ROFN Option Period”), the ROFN Offeree Owner will have the right to negotiate with the Offering Owner for the purchase of all but not less than all of the Offered Percentage.

  • If such Bid is determined to be a Qualifying Offer, the Company will provide the Managers and Investors with a ROFN Trigger Notice.

  • The [**] Candidate Notice will include whether (i) the Board has determined to continue Research, Development and Commercialization of such Company Product, or (ii) whether the Board has made a Transfer Determination with respect to such Company Product and therefore such Company Product will be subject to the Product Rights (and therefore such [**] Candidate Notice will also be a ROFN Trigger Notice).

  • If a ROFN Offeree Owner desires to negotiate with the Offering Owner for such purchase, it will give written notice to the Offering Owner within five (5) Business Days after its receipt of the ROFN Trigger Notice.

  • After Zai’s receipt of the ROFN Trigger Notice, Zai will have [* * *] days (the “ROFN Notice Period”) to provide written notice to Paratek of its desire to negotiate with Paratek regarding the partnership for such ROFN Compound.

  • The closing for the sale of the Offered Percentage to the Third Party must occur within one hundred and eighty (180) days (i) after receipt of the ROFN Trigger Notice if Section 10.4.2(i) is applicable, (ii) after the end of the ROFN Option Period if Section 10.4.2(ii) is applicable or (iii) after the end of the last day of the applicable period if Section 10.4.2(iii) is applicable, in each case on the terms and conditions of and to the transferee identified in the Bona Fide Third Party Transaction.

  • If the Board has provided a [**] Candidate Notice in which the Board had determined to continue Research, Development and Commercialization of such Company Product, and the Board subsequently makes a Transfer Determination with respect to such Company Product, the Company will provide the Investors with a ROFN Trigger Notice.

Related to ROFN Trigger Notice

  • Carve-Out Trigger Notice means a written notice delivered by the Administrative Agent or the Required Lenders (which delivery may be made by any electronic method of transmission) to the Borrower and its counsel, the United States Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and continuance of an Event of Default, and stating that the Post-Carve-Out Trigger Notice Cap has been invoked.

  • Notice-triggering PI means the PI identified in CCC § 1798.29(e) whose 25 unauthorized access may trigger notification requirements under CCC § 1709.29. For purposes of this 26 provision, identity shall include, but not be limited to, name, identifying number, symbol, or other 27 identifying particular assigned to the individual, such as a finger or voice print, a photograph or a 28 biometric identifier. Notice-triggering PI includes PI in electronic, paper or any other medium.

  • Initial Triggering Event means any of the following events or transactions occurring after the date hereof:

  • Subsequent Triggering Event means any of the following events or transactions occurring after the date hereof: (i) The acquisition by any person (other than Grantee or any Grantee Subsidiary) of beneficial ownership of 25% or more of the then outstanding Common Stock; or (ii) The occurrence of the Initial Triggering Event described in clause (i) of subsection (b) of this Section 2, except that the percentage referred to in clause (z) of the second sentence thereof shall be 25%.

  • Notice Event means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement.

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.

  • Auto-Call Trigger Event means an event which occurs if, in the determination of the Calculation Agent, the Index Performance as of the Valuation Time on an Auto-Call Valuation Date is greater than or equal to the relevant Auto-Call Trigger Level.

  • Flip-In Trigger Date shall have the meaning set forth in Section 11(a)(iii) hereof.

  • Voting Rights Triggering Event means the failure of the Company to pay dividends on the Preferred Stock with respect to six or more quarterly periods (whether or not consecutive).

  • ii) Trigger Date shall have the meaning set forth in Section 11(a)(iii) hereof.

  • Covenant Trigger Event shall occur at any time that Availability is less than the greater of (a) $12.5 million and (b) 10% of the Line Cap then in effect. Once commenced, a Covenant Trigger Event shall be deemed to be continuing until such time as Availability equals or exceeds the greater of (i) $12.5 million and (ii) 10% of the Line Cap then in effect for 30 consecutive days.

  • Ratings Trigger Event has the meaning set forth in Section 3.14 of the Sale and Servicing Agreement.

  • Opt-Out Notice has the meaning specified therefor in Section 2.02(a) of this Agreement.

  • Notification Event means (a) the occurrence of a “reportable event” described in Section 4043 of ERISA for which the 30-day notice requirement has not been waived by applicable regulations issued by the PBGC, (b) the withdrawal of any Loan Party or ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC or any Pension Plan or Multiemployer Plan administrator, (e) any other event or condition that would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (f) the imposition of a Lien pursuant to the IRC or ERISA in connection with any Employee Benefit Plan or the existence of any facts or circumstances that could reasonably be expected to result in the imposition of a Lien, (g) the partial or complete withdrawal of any Loan Party or ERISA Affiliate from a Multiemployer Plan (other than any withdrawal that would not constitute an Event of Default under Section 8.12), (h) any event or condition that results in the reorganization or insolvency of a Multiemployer Plan under Sections of ERISA, (i) any event or condition that results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate or to appoint a trustee to administer a Multiemployer Plan under ERISA, (j) any Pension Plan being in “at risk status” within the meaning of IRC Section 430(i), (k) any Multiemployer Plan being in “endangered status” or “critical status” within the meaning of IRC Section 432(b) or the determination that any Multiemployer Plan is or is expected to be insolvent or in reorganization within the meaning of Title IV of ERISA, (l) with respect to any Pension Plan, any Loan Party or ERISA Affiliate incurring a substantial cessation of operations within the meaning of ERISA Section 4062(e), (m) an “accumulated funding deficiency” within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) or the failure of any Pension Plan or Multiemployer Plan to meet the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA), in each case, whether or not waived, (n) the filing of an application for a waiver of the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) with respect to any Pension Plan or Multiemployer Plan, (o) the failure to make by its due date a required payment or contribution with respect to any Pension Plan or Multiemployer Plan, (p) any event that results in or could reasonably be expected to result in a liability by a Loan Party pursuant to Title I of ERISA or the excise tax provisions of the IRC relating to Employee Benefit Plans or any event that results in or could reasonably be expected to result in a liability to any Loan Party or ERISA Affiliate pursuant to Title IV of ERISA or Section 401(a)(29) of the IRC, or (q) any of the foregoing is reasonably likely to occur in the following 30 days.

  • Covenant Trigger Period means the period (a) commencing on the day that (i) an Event of Default occurs or (ii) Availability is less than the greater of (x) 10% of Available Credit and (y) $20,000,000 and (b) continuing until, at all times thereafter for a period of 30 consecutive days during which, (i) no Event of Default exists and (ii) Availability shall have been not less than the greater of (x) 10% of Available Credit and (y) $20,000,000.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Mandatory Trigger Provision means, as to any Qualifying Capital Securities, provisions in the terms thereof or of the related transaction agreements that:

  • Cash Dominion Trigger Period means the period commencing on the occurrence of a Cash Dominion Trigger Event, and continuing until the date that (a) no Event of Default shall be continuing and (b) Excess Availability is greater than or equal to the greater of (i) 15.0% of the Line Cap and (ii) $6,250,000, in each case, for a period of at least three (3) consecutive Business Days.

  • Required Notice Period means the number of days required notice set forth below applicable to the Aggregate Reduction indicated below: ≤$100,000,000 two Business Days >$100,000,000 to $250,000,000 five Business Days ≥$250,000,000 ten Business Days

  • Additional Disruption Event means any of Change in Law, Hedging Disruption and/or Increased Cost of Hedging.

  • Ratings Decline Period means the period that (i) begins on the earlier of (a) the date of the first public announcement of the occurrence of a Change of Control and (b) the occurrence of a Change of Control and (ii) ends 90 days following consummation of such Change of Control; provided that such period shall be extended for so long as the rating of the Notes, as noted by the applicable Rating Agency, is under publicly announced consideration for downgrade by the applicable Rating Agency.

  • XXXX Event means if there are any Mortgaged Properties at any time, any increase, extension of the maturity or renewal of any of the Commitments or Loans (including any incremental credit facility hereunder, but excluding (i) any continuation or conversion of Borrowings, (ii) the making of any Revolving Loans or (iii) the issuance, renewal or extension of Letters of Credit).

  • Development Milestone Event has the meaning set forth in Section 7.2.1.

  • Auto-Call Trigger Level means the level set out below for the relevant Auto-Call Valuation Date (i.e. as shown in the same row as that date):

  • Triggering Event means any Section 11(a)(ii) Event or any Section 13 Event.

  • Default Notice means the written notice of Default of the Agreement issued by one Party to the other.