Specified Rights definition

Specified Rights means (i) the right to waive, modify, amend, or consent to a deviation from the terms or conditions of the IP Agreements (including the right of IP Co to receive the IP License Fee, unless at such time (x) all Second Priority Secured Debt is receiving the interest it is owed on a current basis or (y) the IP License Fee has been in effect for two years and waiver or amendment thereof is reasonably necessary to preserve the value of the Collateral and the rights and remedies of the Obligors and the Secured Parties thereto) or forbear to exercise the rights available to the Secured Parties upon any License Termination Event, (ii) the right to waive, modify, amend or consent to a deviation from any Chapter 11 Case Milestone or forbear to exercise the rights available to the Secured Parties upon the failure to meet any Chapter 11 Case Milestone and (iii) with respect to cash collateral (including receivables and amounts in the Collection Accounts), the right to permit the Obligors to access or use such cash collateral (including by permitting proceeds to be deposited elsewhere than in the Collection Accounts or by omitting to exercise control over the Collection Accounts) unless (A) if the First Priority Secured Debt receives any interest or fees (including post-petition) in connection with its release or permitting use of such cash collateral (calculated mutatis mutandis so that the Second Priority Secured Debt will benefit from equivalent economic treatment), the Second Priority Secured Debt receives for its benefit, such interest or fees that the First Priority Secured Debt receives (such interest or fees due to the Second Priority Secured Debt, “Interest Protection Payments”) and (B) if the First Priority Secured Debt is secured by a Lien on any additional collateral granted, the Second Priority Secured Debt shall also be secured on such additional collateral, on a “second out” basis in accordance with the terms of this Agreement; provided that the right to permit the use of cash collateral shall be the sole right of the Required First Priority Debtholders and the only right of the Second Priority Secured Debt shall be to receive any interest, fees or Liens as set forth above.

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Specified Rights means the rights as may be acquired by the undertaker in any P66 land pursuant to the powers in Part 5 of this Order;

Specified Rights means all present and future rights (whether contractual or otherwise) which the Chargor has or may acquire against the Custodian or in respect of the Custodian Account and the Cash Settlement Account including, without limitation, any rights which the Chargor may have to require delivery of any Charged Assets and all claims for damages and rights to receive monies due or becoming due in connection with the Charged Assets, Custodian Account and/or Cash Settlement Account.

Examples of Specified Rights in a sentence

Without limiting Section 5.10, except for notices and correspondence required to be given or made by Seller (i) under the License Agreement or (ii) by applicable Law, Seller will not send any notice or correspondence to Incyte that would reasonably be expected to have an adverse effect on the Specified Rights or that would reasonably be expected to have a Material Adverse Effect, in each case, without the prior written consent of Purchaser.
Subject to Section 8.6, promptly [***] after Seller obtains Article V Knowledge of an action or a failure to act of Seller or Incyte that would reasonably be expected to constitute a breach or default by Seller or Incyte under any provision of a Material Agreement and that would reasonably be expected to have an adverse effect on the Specified Rights or that would reasonably be expected to result in a Material Adverse Effect, Seller shall give written notice thereof to Purchaser.
Seller shall perform and comply with all of its obligations under each Material Agreement, and shall not take any action or forego any action under either Material Agreement, in each case that would reasonably be expected to (x) constitute a breach or default by Seller under any provision of such Material Agreement and (y) have an adverse effect on the Specified Rights or that would reasonably be expected to result in a Material Adverse Effect.
Purchaser agrees that Purchaser shall not direct Seller to take or not take any action that would reasonably be expected to have an adverse effect on the Specified Rights or that would reasonably be expected to result in a Material Adverse Effect.
Other than the Material Agreements and Letter Agreements, there are no contracts between Seller, on the one hand, and the Incyte, on the other hand, that would reasonably be expected to result in (i) an adverse effect on the Specified Rights or (ii) a Material Adverse Effect.

More Definitions of Specified Rights

Specified Rights has the meaning set forth in SECTION 5.l(g).

Specified Rights means, with respect to an Investor, such Investor’s right to, as applicable, (i) designate observers or directors to the Board as contemplated by Section 5.11 and (ii) own (x) Series A Preferred Stock or (y) Class A Common Stock issuable upon conversion of the Preferred Shares.

Specified Rights means (i) Seller’s right to receive Royalty Reports pursuant to Section 7.1 of the License Agreement (including at the time specified therein), (ii) Purchaser’s right to receive copies of Royalty Reports pursuant to Section 5.3, (iii) Seller’s audit and inspection rights pursuant to Section 7.6 of the License Agreement and (iv) Purchaser’s rights pursuant to Section 5.8.

Specified Rights means all the rights and claims of the Owner expressed to be granted under, or otherwise arising under, out of or in connection with, this Agreement (excluding Clause 9.4, 9.5 and 9.6) as from time to time amended and supplemented (which rights shall, for the avoidance of doubt, include rights corresponding to obligations arising under this Agreement or or before the Further Novation Time including rights in respect of liabilities of FOE to pay amounts which have then fallen due but have not been paid by FOE); and

Specified Rights has the meaning set forth in Section 2.a.

Specified Rights has the meaning set forth in Section 6.1(a).

Specified Rights means all of the Company's rights both at the date of the Share Charge and in the future against any relevant Custodian or the relevant Clearing System with respect to the Charged Shares and the Charged Account including any rights that the Company may have to require delivered to it of the Charged Shares or any securities equivalent to or representing the Charged Shares, all rights (whether contractual or otherwise) against, including rights to give instructions to, the relevant Custodian with respect to the Charged Shares and the Charged Account and all claims for damages and rights to receive monies due or to become due for any reason whatsoever in connection with the Charged Shares and the Charged Account.