Second Acquisition Right definition
Examples of Second Acquisition Right in a sentence
If despite good faith negotiations and the use of Commercially Reasonable Efforts by the Parties as set forth in Section 5.2 (Negotiation of Supply Agreements), the Parties fail to execute the Clinical Supply Agreement by [***], then Spark’s obligation to make the payment set forth in Section 6.1(c) (Scheduled Payments) and purchase the Second Acquisition Right Shares (as defined in the Stock Purchase Agreement) will be tolled until the earlier of [***].
Notwithstanding the provisions of this Section 2.4(c), upon receipt by the Company of the SAR Notice, the Company may, within five (5) Trading Days of the SAR Notice, provide the Purchaser with written notice of its exercise of its option not to sell to the Purchaser the Second Acquisition Right Shares (the “SAR Refusal”).
In consideration for the Second Acquisition Right Shares, the Purchaser shall pay to the Company the SAR Aggregate Purchase Price by wire transfer of immediately available funds, and the Company shall irrevocably instruct the Transfer Agent to deliver to the Purchaser the Second Acquisition Right Shares in book-entry form, free and clear of all restrictive and other legends (except as provided in Section 4.6 hereof).
If despite good faith negotiations and the use of Commercially Reasonable Efforts by the Parties as set forth in Section 5.2 (Negotiation of Supply Agreements), the Parties fail to execute the Clinical Supply Agreement by [**], then Spark’s obligation to make the payment set forth in Section 6.1(c) (Scheduled Payments) and purchase the Second Acquisition Right Shares (as defined in the Stock Purchase Agreement) will be tolled until the earlier of [**].
These rights and the other described top-up rights, as well as the First Acquisition Right and Second Acquisition Right, may be limited or eliminated in certain circumstances when and if Celgene disposes of any of its Shares.
The Company shall have delivered the Company Deliverables in accordance with Section 2.2(a) (provided that the only Company Deliverables with respect to a Subsequent Closing shall be the applicable Shares, in book-entry form, the certificates set forth in Section 2.2(a)(iv), (v) and (vi), and with respect to a closing of the First Acquisition Right or Second Acquisition Right, an appropriate legal opinion of Company Counsel).
In consideration for the Second Acquisition Right Shares, Celgene Corp.
The “SAR Termination Date” is the later of (a) June 29, 2025, and (b) the earlier of (x) the date that is six months following the date that the conditions to the exercise of the Second Acquisition Right (as defined in this Offer to Purchase) are satisfied and (y) December 29, 2025.
If the number of Second Acquisition Right Shares is reduced as a result of the provision of this Section 2.4(c) providing that the maximum number of shares that can be purchased shall be reduced by sales, transfers, or dispositions by the Celgene Group, the SAR Acquisition Percentage (notwithstanding the percentage stated in the SAR Notice) shall be reduced to the percentage ownership of the Celgene Group after giving effect to the purchase, as of the date of the SAR Notice.