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ROFR-ROFO-ROFN | In the event Moelis Holdings has not sold the Additional Units or entered into an agreement to sell the Additional Units within such one hundred and eighty- (180-) day period, Moelis Holdings shall not thereafter issue or sell any Additional Units without first complying again with this Section 12.2. |
ROFR-ROFO-ROFN | (a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt’s affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt’s affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and |
ROFR-ROFO-ROFN | Notwithstanding the foregoing, in the event that the applicable Party decides not to file at all or not to file a continuing or other application to maintain the viability of the U.S part of a family of patents to which an application belongs, or decides to abandon or discontinue the prosecution or maintenance of any of the Joint IP Rights, such Party shall notify the other Party thereof, and such other Party may elect to continue the prosecution (including non-provisional application and PCT entry) or maintenance of such Joint IP Rights at its sole expense and in the name(s) of both Stryker and Conformis |
ROFR-ROFO-ROFN | Silence on the part of BKC shall constitute rejection. |
ROFR-ROFO-ROFN | If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. |
ROFR-ROFO-ROFN | If, however, Adaptimmune Limited timely exercises its option, but MD Anderson and Adaptimmune Limited are unable to agree upon the terms of the license during the Negotiation Period, Adaptimmune Limited’s right to exclusively license such Invention will terminate, and MD Anderson will be free to enter into a license with any other party (subject to the grant of the non-exclusive license above). |
ROFR-ROFO-ROFN | Franchisee further agrees that the purchase price shall be further reduced by ten percent (10%) per month for each subsequent month Franchisee fails to act diligently to consummate this transaction. In the event that Franchisee cannot deliver clear title to all of the purchased assets as aforesaid, or in the event there are other unresolved issues, at Pretzel Time's option, the losing of the sale shall be accomplished through an escrow. |
ROFR-ROFO-ROFN | In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. |
ROFR-ROFO-ROFN | If EFS desires to use any other domain names or Internet locators/designators in connection with the Websites, Micro Sites or otherwise utilizing PLAYBOY- or PLAYBOY-related marks, EFS shall so notify Client, which may at its sole discretion, choose to register the same at its expense. |
ROFR-ROFO-ROFN | TELKOM hereby grants SAP AFRICA the right of first refusal to any licence to, or assignment of, such TELKOM extension or TELKOM modification and TELKOM agrees not to dispose <omitted> of or license, its rights thereto to any third party for a consideration not less than, and upon other terms not less favourable than those initially offered to SAP AFRICA. |
ROFR-ROFO-ROFN | If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui’s Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party. |
ROFR-ROFO-ROFN | Licensee shall have the right and a first opportunity to purchase, lease or otherwise acquire, as the case may be, all or the applicable portion of such stock or assets (as specified in the applicable Offering Notice) on the Terms and Conditions set forth in the Offering Notice, such right to be exercised by notice in writing to the Offeree within ninety (90) days after the giving of the Offering Notice. |
ROFR-ROFO-ROFN | Completion of the sale and purchase of the Call Shares pursuant to the exercise of the Call Option by TPH- A/TPH shall take place on the date specified in the Call Exercise Notice (which shall be a date after at least sixty (60) days from the date of the Call Exercise Notice) (the “Call Closing Date”) and on which date: |
ROFR-ROFO-ROFN | Upon the termination or expiration of the Franchise, we will have the option, but not the obligation, exercisable for thirty (30) days upon written notice to you, to purchase at fair market value all of the assets of the Franchise, including all approved equipment, fixtures, furniture and signs and all supplies, materials, and other items imprinted with any Mark, and to take an assignment of the lease for the Premises and any other lease or concession agreement necessary for the operation of the Franchise. |
ROFR-ROFO-ROFN | (ii) *** on the 100 level with access to the “Champions” and “Broadcast” clubs; |
ROFR-ROFO-ROFN | Election. If HOC delivers the Financing Election, one or more of the HOC Entities shall pay the purchase price for, and the Company shall issue, additional Shares, free and clear of all liens and encumbrances. |
ROFR-ROFO-ROFN | If Calm does not exercise its ROFR within the ROFR Period, XSPA may enter into such agreement or arrangement with respect to the applicable region and/or Stores set forth in the ROFR Notice with any third party; provided that, such agreement or arrangement are on the same terms offered to Calm (it being understood that in the event XSPA modifies such terms, XSPA shall provide a new ROFR Notice to Calm in accordance with this Section ‚Äã3.02). |
ROFR-ROFO-ROFN | Notwithstanding the foregoing, Wade agrees that for a period of ninety (90) days prior to the expiration of the Term (unless the Agreement is terminated by Wade as permitted hereunder), Naked shall have the exclusive right to negotiate for continued endorsement by Athlete of the Naked Products. |
ROFR-ROFO-ROFN | For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. |
ROFR-ROFO-ROFN | In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of the term of the Agreement, Excite will deliver to Sponsor a written notice describing the relevant opportunity. |
ROFR-ROFO-ROFN | If BII provides XENCOR written notice of its exercise of the first right to negotiate within [...***...] after receipt of such written notice from XENCOR, then for a period of [...***...] following such written notice from BII or such longer period as agreed in writing by BII and XENCOR (or its Business Partner) (the “Clinical Negotiation Period”), XENCOR (or its Business Partner) and BII will negotiate in good faith an agreement for the manufacture and supply of Product for use in Phase 2 and 3 clinical trials, at market rate terms and conditions common for the contract manufacture of monoclonal antibodies within the contract manufacturing industry, to be mutually agreed in writing by the Parties. |
ROFR-ROFO-ROFN | In the event of termination or expiration of this Agreement for other than a material breach of this Agreement by Sponsor, upon notice from Sponsor delivered to Snap at least forty-five (45) days prior to such expiration or termination, Snap shall negotiate in good faith an agreement providing Sponsor with sponsorship rights similar to those described herein on terms and conditions to be mutually agreed upon by the parties. In the event that an agreement <omitted> between the parties is not executed within thirty (30) days following delivery, of such notice to Snap, Snap shall be free thereafter to enter into an such an agreement with any third party. |
ROFR-ROFO-ROFN | At TPH’s sole option, TPH or TPH-A may purchase the GaN Equipment by completion of payment of the purchase price or depreciation cost for such equipment as set forth in Appendix 2. |
ROFR-ROFO-ROFN | In both cases set forth above, in Section 5.2.2.a. and b., if BII exercises its first right of negotiation, BII and XENCOR (and/or its Business Partner, as applicable) will negotiate in good faith a respective contract manufacturing agreement based on the market rate <omitted> terms and conditions common for the contract manufacture of monoclonal antibodies within the contract manufacturing industry, it being understood that any such contract manufacturing agreement would provide for Technology transfer, payment of the Technology Access Fee (if applicable), and other terms set forth in Sections 5.2.3, 5.2.4 and 5.2.5 below. |
ROFR-ROFO-ROFN | UTK agrees to provide the following distinct services to AVDU: <omitted> Present technology acquisition opportunities for AVDU. AVDU will have 30-days to determine if they want to go forward with the technology license. |
ROFR-ROFO-ROFN | As longs as AFSL and FSL are not in material and continuing breach of this Agreement or the Ancillary Agreements, FSL or AFSL may trigger the option to sell the Put Shares to TPH-A or its designee (the “Put Option”) by providing a written notice of the exercise of the Put Option (the “Put Exercise Notice”) simultaneously to the Company, TPH and TPH-A, which notice states (i) such Party’s bona fide intention to exercise the Put Option, and (ii) the date on which such Party intends that the Put Closing Date occur. |
ROFR-ROFO-ROFN | The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. |
ROFR-ROFO-ROFN | If Adaptimmune elects not to file in the United States or not to maintain an application or patent arising from any jointly-owned Invention, Adaptimmune will promptly notify MD Anderson within reasonable time for MD Anderson to file, prosecute or maintain such application or patent, and MD Anderson will have the right to file, prosecute or maintain such application or patent, at MD Anderson’s expense. |
ROFR-ROFO-ROFN | On or as soon as practicable following the Effective Date, it is intended that you will be granted an option under the Option Plan to acquire 107,417 ordinary shares in the capital of BTL (“Shares”) (representing approximately 0.6% of the Company’s issued share capital as at the Effective Date). |
ROFR-ROFO-ROFN | During the Term, if Exact desires to grant an exclusive commercial license to a Third Party solely to Promote or sell the Product in the OB/Gyn Field in the Territory (the “OB/Gyn Commercial Rights”), Exact shall first notify Pfizer of such intent (a “OB/Gyn Commercial Rights Transfer Notice”) and Pfizer shall have thirty (30) days thereafter to notify Exact of its desire to obtain the OB/Gyn Commercial Rights that are the subject of the OB/Gyn Commercial Rights Transfer Notice. |
ROFR-ROFO-ROFN | AFSL and TPH-A shall cause the Board to approve the share transfer of the Call Shares on or prior to the Call Closing Date. |
ROFR-ROFO-ROFN | Prior to the earlier of Investor exercising the Option and the expiration of the Option Period, Company will not grant to any Third Party any rights to the Patents or to the Technical Information that extend beyond the expiration of the Option Period. |
ROFR-ROFO-ROFN | Throughout the Term and for a period of six (6) months after the expiration or termination of this Agreement, Calm shall have a right of first refusal to expand the rights and obligations described in this Agreement to any Stores outside the Territory (the “ROFR”). |
ROFR-ROFO-ROFN | We may assign our right of first refusal to someone else either before or after we exercise it. |
ROFR-ROFO-ROFN | As the preferred manufacturer, LKPL shall have first right of refusal on all such RFMs. |
ROFR-ROFO-ROFN | If any of HOC Entities provides the Company an acceptance (the “HOC JV Acceptance Notice”) in writing in respect of the Joint Venture Proposal Notice, within fifteen (15) Business Days of receipt thereof or such shorter period as may be specified in the Joint Venture Proposal Notice of a determination in respect of the Proposed Joint Venture, the Company shall negotiate exclusively in good faith with HOC to finalize terms of the Proposed Joint Venture acceptable to each of the Parties, acting reasonably, within a period of sixty days or such additional period as the Parties may from time to time agree in writing (the “JV Negotiation Period”), failing which the Company shall be entitled to pursue other partners for the Proposed Joint Venture. |
ROFR-ROFO-ROFN | BP shall then have an optional prior right, for a period of fifteen (15) days after receipt of such written notice, to purchase for the stated consideration on the same terms and conditions the interest which Company proposes to sell. |
ROFR-ROFO-ROFN | To the extent permitted by Governmental Authorities, MPL will provide to each Shipper a first right, on terms and conditions specified by MPL that is consistent with this first right, to submit a binding nomination to ship, or otherwise pay for, a committed volume of Product on the expansion capacity (“Requested Expansion Volume Commitment”). |
ROFR-ROFO-ROFN | Following the License Option Exercise Closing Date, if [***] owned or controlled by a Third Party in a particular country or jurisdiction is necessary to Exploit a Licensed Compound or Licensed Product, AbbVie shall have the first right, but not the obligation, to negotiate and enter into an agreement with a Third Party in order to obtain a license or right under such Patent or intellectual property right. |
ROFR-ROFO-ROFN | If the conveyance of the Principal's interest to a party acceptable to BKC has not taken place within the twelve (12) month period, BKC shall have the option, to purchase the Principal's interest at fair market value. |
ROFR-ROFO-ROFN | If Harpoon decides not to prepare, file, prosecute, or maintain a Harpoon Patent or Joint Patent in a country or other jurisdiction in the Territory, Harpoon shall provide reasonable prior written notice to AbbVie of such intention (which notice shall, in any event, be given no later than [***] prior to the next deadline for any action that may be taken with respect to such Harpoon Patent or Joint Patent in such country or other jurisdiction), AbbVie shall thereupon have the option, in its sole discretion, to assume the control and direction of the preparation, filing, prosecution, and maintenance of such Harpoon Patent or Joint Patent at its expense in such country or other jurisdiction. |
ROFR-ROFO-ROFN | We may exercise this option by delivering a notice of intent to purchase to you within 30 days after the expiration or termination of this Agreement. |
ROFR-ROFO-ROFN | If the Village Media Company does not exercise its right of first refusal, PFHOF shall have the right to grant a license with respect to such third party on the same terms originally provided to the Village Media Company. |
ROFR-ROFO-ROFN | Upon any such exercise of the Option, Licensee and Licensor or Skunkware (as the case may be) shall proceed to diligently and in good faith negotiate and execute a definitive purchase and sale agreement for Licensor's acquisition of all of the assets of, or outstanding capital stock in, Licensor, as the case may be. |
ROFR-ROFO-ROFN | Excite will offer Sponsor the right of first refusal to negotiate with Excite for renewal of this sponsorship. |
ROFR-ROFO-ROFN | In the event Moelis Holdings proposes to undertake any issuance of Additional Units to which clause (y) of Section 12.2(a) applies, SMBC shall specify in its notice delivered to Moelis Holdings pursuant to Section 3.4.2(b) of the Moelis Holdings Agreement, in addition to whether or not it elects to purchase its pro rata portion of such Additional Units, whether or not it shall exercise its right of first refusal to purchase all (but not less than all) of the Additional Units that other Partners do not purchase pursuant to their right of first refusal under Section 3.4.2 of the Moelis Holdings Agreement. |
ROFR-ROFO-ROFN | Network 1 shall have the exclusive right of first refusal to purchase all or any part of the revenue due Affiliate or acquire Affiliate (as the case may be) on the same terms and conditions as the Bona Fide Offer. |
ROFR-ROFO-ROFN | AIRSOPURE shall have the option, within 15 days after receipt of such written notice, to notify You that AIRSOPURE elects to purchase the rights and license granted herein or stock ownership on the same terms and conditions as the bona fide written offer. |
ROFR-ROFO-ROFN | Completion of the sale and purchase of the Put Shares pursuant to the exercise of the Put Option by AFSL/FSL shall take place on the date specified in the Put Exercise Notice (which shall be a date after at least sixty (60) days from the date of the Put Exercise Notice) (the “Put Closing Date”) and on which date: |
ROFR-ROFO-ROFN | Subject to the provisions of subsection (g) of this Section 4.1 and Section 8.2 hereof, if at any time after the Closing Date, the Company proposes to issue or sell Equity Securities (“Additional Securities”) other than (i) under any Stock Option Plan, (ii) pursuant to the exercise of options under any Stock Option Plan, (iii) upon the exercise, exchange or conversion of any Convertible Securities, or (iv) for property other than money, the HOC Entities shall have the right to subscribe for and purchase Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers (the “Other Purchasers”), up to its Pro Rata Interest (as defined below) prior to giving effect to the issuance or sale of such Additional Securities |
ROFR-ROFO-ROFN | If the Company intends to authorize and/or issue equity securities that give rise to the rights of HOC pursuant to Section 4.1(a), the Company shall provide notice to HOC (the “Rights Notice”) no less than ten (10) business days before the date on which the Company intends to issue equity securities giving rise to the rights of HOC in Section 4.1(a). |
ROFR-ROFO-ROFN | If BII does not provide written notice of its exercise of the first right to negotiate within such [...***...] period, XENCOR and any Business Partner shall be free to enter into one or more agreements with third parties for the manufacture and supply of commercial Product (which may include an agreement for any Business Partner or its affiliate to manufacture and supply commercial Product). |
ROFR-ROFO-ROFN | SpinCo shall have the sole right to determine the content contained in future editions of the Steam Book, provided, however, that SpinCo will provide RemainCo with a right of first refusal to collaborate with SpinCo to provide content related to nuclear subject matter in the forty-third (43rd) edition of the Steam Book, with allocation of costs and revenues and any attribution and Copyright ownership with respect to RemainCo contributed content to be negotiated in good faith by the Parties. |
ROFR-ROFO-ROFN | No later than sixty (60) days following the date of MPL’s Expansion Notice, Shipper must commit to, in a form acceptable to MPL in MPL’s sole discretion, its Requested Expansion Volume Commitment (“Election Deadline”). |
ROFR-ROFO-ROFN | During the Term, Women.com agrees to give eDiets the right of first refusal to participate in all diet and diet-counseling related promotion opportunities created or otherwise made available by Women.com on channels or sub-channels created after the Effective Date of this Agreement, including sponsorships, anchor placements and any other content integration opportunities ("Diet Promos"). |
ROFR-ROFO-ROFN | If the Company issues Equity Securities in circumstances that would not give rise to the rights of the HOC Entities pursuant to Section 4.1(a) (the “Non-Participating Transaction”), then in any concurrent or subsequent transaction which does give rise to the rights of the HOC Entities pursuant to Section 4.1(a) (the “Participating Transaction”), the Company shall allow the HOC Entities to subscribe for and purchase Additional Securities in an amount greater than HOC’s Pro Rata Interest; provided that in the Participating Transaction, HOC shall not be entitled to purchase any more than its Pro Rata Interest of the securities sold collectively in the Non-Participating Transaction and the Participating Transaction. |
ROFR-ROFO-ROFN | If the Sponsor decides not to be the category sponsor of the 2016 Event or fails to timely respond to the Notice, then ANTHEMIC may approach other parties to be the category sponsor. |
ROFR-ROFO-ROFN | The right set forth in Section 5.2.2.b shall automatically terminate if BII does not exercise the first right of negotiation set forth in Section 5.2.2.a. |
ROFR-ROFO-ROFN | If HOC delivers the Financing Election, the purchase price for each share shall be equal to eighty percent (80%) of the average closing price of the Shares during the thirty (30) calendar days preceding the date HOC delivers the Financing Election |
ROFR-ROFO-ROFN | Biocept grants to Life Technologies a non-exclusive option, exercisable during the two (2) year period beginning on the Effective Date, to develop plans, and negotiate with Biocept, for the co-development with Biocept of such systems for the Assay, employing or based on Biocept technologies. |
ROFR-ROFO-ROFN | In the event a Partner proposes to undertake a sale or transfer of Partnership Interests to which the foregoing right applies, and Moelis General Partner must consent to the sale or transfer, Moelis General Partner shall require that Partner to give SMBC written notice of its intention to sell or transfer Partnership Interests to an SMBC Competitor describing the price and terms upon which such Partner proposes to sell or transfer its Partnership Interests. |
ROFR-ROFO-ROFN | (ii) in exchange for which, AFSL shall deliver to TPH-A or its designees duly executed a letter of request to enter in the shareholder register of the Company the information that is required to be registered with regard to the Put Shares; and |
ROFR-ROFO-ROFN | AbbVie shall have the right to exercise its License Option by providing written notice of such election to Harpoon (“License Option Exercise Notice”) at any time on or after the Effective Date and on or prior to the date that is [***] from AbbVie’s receipt of the Opt-In Development Report containing all items required pursuant to Section 1.112, as such period may be extended pursuant to Section 3.2.1 (the “License Option Period”). |
ROFR-ROFO-ROFN | The following additional terms shall apply to Eutectix’s exercise of this option: (a) Eutectix’s option hereunder shall be exercisable by providing Liquidmetal with written notice of its intention to exercise its chosen option no later than the effective date of termination. Such notice shall include a description of the assets Eutectix will purchase (the “Optioned Assets”). (b) In the event that Eutectix and Liquidmetal cannot agree to a fair market value for the Optioned Assets, then the fair market value shall be determined by an independent third-party appraisal. Eutectix and Liquidmetal shall each select one independent, qualified appraiser, and the two so selected shall select a third appraiser, all three to independently from one another determine the fair market value of the Optioned Assets. The purchase price shall be the mean of the fair market values as determined by the three appraisers. (c) The closing for the purchase of the Optioned Assets will take place no later than sixty (60) days after the termination, unless the Parties cannot agree on the price, in which case, closing will take place no later than sixty (60) days after the three independent appraisals have been received. Eutectix will pay the purchase price in full at the closing. Liquidmetal must sign all documents of assignment and transfer as are reasonably necessary for purchase of the Optioned Assets by Liquidmetal. (d) In the event that Eutectix does not exercise its right to purchase the Optioned Assets as set forth above, Liquidmetal will be free to keep or to sell, after such termination to any third party, all of the Optioned Assets and shall be responsible for timely removing equipment not purchased by Eutectix at Liquidmetal’s own expense. In the event Liquidmetal fails to timely remove such Optioned Assets, in light of the periods for continued operation in Section 5.4(b)(ii) and closing in Section 5.5(c), Eutectix may dispose of them, at Liquidmetal’s cost, with no liability to Eutectix. |
ROFR-ROFO-ROFN | If CERES exercises its option to commercialize under Article 3.3, CERES and IGER shall negotiate the terms of a commercialization agreement that covers the reported result with reference to any commercialization agreement then in existence between the Parties or the model license agreement or remuneration principles included herein (as applicable). |
ROFR-ROFO-ROFN | Notwithstanding the foregoing provision for arbitration concerning the terms of any purchase and sale agreement, and without |
ROFR-ROFO-ROFN | If ANTHEMIC produces the Event in 2016 and seeks a sponsor in the category, ANTHEMIC will first contact the Sponsor and provide the Sponsor with written notice (the “Notice) of the terms under which the Sponsor can be the category sponsor for the 2016 Event. The Sponsor will have 15 days from receipt of the Notice to accept the terms to be the category sponsor of the 2014 Event. |
ROFR-ROFO-ROFN | We will have the right (but not the duty), to be exercised by notice of intent to do so within sixty (60) days after termination or expiration, to purchase for cash any or all assets of the Franchised Restaurant, including leasehold improvements, equipment, supplies, and other inventory, advertising materials, and all items bearing the Marks, at your cost or fair market value, whichever is less. |
ROFR-ROFO-ROFN | In the event Franchisee or the Principals wish to accept a bona fide offer from a third party to purchase all or substantially all of the assets constituting the Franchised Restaurant or of the majority of the voting stock of the Franchisee, the proposed transferor(s) shall give BKC written notice setting forth the name and address of the prospective purchaser, the price and terms of the offer together with a franchisee application completed by the prospective purchaser, a copy of the Purchase and Sale Agreement, executed by both the seller and purchaser, and all exhibits, copies of any real estate purchase agreement or agreements, proposed security agreements and related promissory notes, assignment documents, and any other information that BKC may request in order to evaluate the offer. |
ROFR-ROFO-ROFN | PB shall not, without SFJ’s prior written consent, enter into a Licensing Transaction unless such Licensing Transaction is an Excluded Licensing Transaction (in which case such prohibition shall not apply and no such consent of SFJ shall be required); provided that SFJ shall only be entitled to withhold such consent as to a Licensing Transaction other than an Excluded Licensing Transaction in the event SFJ reasonably determines, and provides PB with written notice of its determination within [***] of PB providing to SFJ a non-binding term sheet or comparable document summarizing the material terms of the proposed Licensing Transaction [***], that PB entering into such Licensing Transaction would [***] (“Material Impact”). |
ROFR-ROFO-ROFN | If Intuit elects to provide advertising, sponsorship or other ------- promotional space on all or any portion of the Intuit Sites for a Client Competitor, Intuit agrees to negotiate with Client in good faith regarding such promotional opportunity. |
ROFR-ROFO-ROFN | If AbbVie [***] and does not subsequently exercise the License Option, then AbbVie shall [***]. |
ROFR-ROFO-ROFN | (c) an option to acquire such number of Shares (falling between 0.125% and 0.25% of the Company’s issued share capital as at the Effective Date as the Board shall determine in its absolute discretion) granted as soon as practicable following completion of a transaction approved by the Board on terms which include an upfront payment greater than USD24,000,000 but less than USD 30,000,000, and per product downstream milestone payments greater than USD240,000,000 but less than USD 300,000,000. |
ROFR-ROFO-ROFN | Although Excite will not be required to disclose any information in violation of any nondisclosure agreement between Excite and any third party, the notice will include information sufficient to permit Sponsor to evaluate the requirements for meeting the competing offer for retail music store sponsorship of the Excite Site and to formulate a meaningful response. |
ROFR-ROFO-ROFN | If the Agent fails to agree in writing to accept the Product Offer within such ninety (90) days of receipt, then Monsanto shall have the exclusive right to manufacture, package, promote, distribute, and sell such New Product in the Included Markets, regardless of any actual or potential conflict with the terms of Agreement. |
ROFR-ROFO-ROFN | In such a case, PFHOF shall promptly notify the Village Media Company and provide the Village Media Company with any bona fide third party offer to license such PFHOF Work that PFHOF is willing to accept, including any specific terms and proposed business plan relating to such offer. |
ROFR-ROFO-ROFN | If CERES declines to exercise the option under Article 3.3 or fails to respond within thirty (30) days of IGER’s notice under Article 3.3, then IGER shall then be free to commercially exploit the results or offer rights in such results to third parties in any and all crops. |
ROFR-ROFO-ROFN | If Distributor does not exercise its option as herein provided, Company may distribute the other Products or devices within the Market itself or through other distributors. |
ROFR-ROFO-ROFN | As between the Parties, Adaptimmune will have the first right to prepare, file, prosecute, maintain, enforce and defend all U.S. and foreign patents, registrations and other forms of intellectual property in any jointly-owned Invention using patent counsel of its choice that is subject to the written approval of MD Anderson not to be unreasonably withheld and at the sole cost and expense of Adaptimmune, with accounting to MD Anderson. |
ROFR-ROFO-ROFN | In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui’s Right of First Refusal (as defined below). |
ROFR-ROFO-ROFN | respect to a SHP1-SHP2 Dual Inhibitor during the SHP1-SHP2 Dual Inhibitor Licensing Negotiation Period. If (x) Sanofi does not provide a Notice of Interest within [***] or (y) Sanofi does provide a Notice of Interest within [***] but Parties have not entered into an agreement under which Sanofi is granted SHP1-SHP2 Dual Inhibitor License Rights prior to the expiration of the SHP1-SHP2 Dual Inhibitor Licensing Negotiation Period, then RevMed shall have no further obligations to Sanofi with respect to such SHP1-SHP2 Dual Inhibitor Products, and RevMed shall have the right to enter into negotiations and execute an agreement with a Third Party under which such Third Party is granted the SHP1-SHP2 Dual Inhibitor License Rights [***]. |
ROFR-ROFO-ROFN | If King notifies Depomed in writing within 180 days after the Effective Date that King desires to exercise its option to obtain a Combination Product License, King and Depomed shall promptly commence good-faith negotiations regarding a definitive agreement providing for the Combination Product License, for a period of 60 days or such longer period as may be mutually agreed upon by the parties in writing; and it is agreed that, as part of such good faith negotiations, the parties will discuss, for inclusion in any definitive agreement, appropriate non-compete obligations for each party with respect to any product containing metformin hydrochloride as an active pharmaceutical ingredient. |
ROFR-ROFO-ROFN | Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ‘ Disposition Notice”) of the intended disposition. |
ROFR-ROFO-ROFN | If HOC fails to deliver the Option Exercise Notice on or before the Option Expiration Date, HOC shall be deemed to have waived its rights under this Section 2.1. |
ROFR-ROFO-ROFN | If the parties have not reached agreement in writing regarding the terms and conditions for the exploitation of the Opportunity within said time period, or if Licensee fails to submit a bid in a timely manner, Fox shall be free to accept any bid from any other party with respect to the Opportunity, or Fox shall be free not to exploit the Opportunity at all. |
ROFR-ROFO-ROFN | If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement. Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site. |
ROFR-ROFO-ROFN | In the event you are a corporation, partnership, limited liability company or other entity, any transfer of stock (or other form of ownership interest) constituting a controlling interest in you will be subject to the consent, right of first refusal, transfer fee and all other applicable provisions of this Agreement. |
ROFR-ROFO-ROFN | In addition, if BI has exercised its first right of negotiation in Section 5.2.2.a, XENCOR hereby grants and will make an eventual Business Partner do so, BII a first right to negotiate to manufacture and supply commercial Product as Principal Supplier for a period up to the [...***...], starting with the first commercial launch of the Product. |
ROFR-ROFO-ROFN | If Adaptimmune Limited timely exercises its option, the terms of the license shall be negotiated in good faith within six months of the date such option is exercised, or within such time the parties may mutually agree in writing (the “Negotiation Period”). |
ROFR-ROFO-ROFN | If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an “Additional Title”), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor). |
ROFR-ROFO-ROFN | In the event that the Responsible Party elects to abandon any applicable Patent, the Responsible Party shall notify the Review Party in writing (such notice, an “Abandonment Notice”) at least [***] ([***]) days prior to any filing or payment due date or any other due date that requires action to prevent loss of rights, and in the event that the Review Party provides the Responsible Party with written notice within [***] ([***]) days of receipt of the applicable Abandonment Notice, the Review Party shall thereafter have the right, [***], to conduct such filing, prosecution and maintenance for the applicable Patent. |
ROFR-ROFO-ROFN | If by the expiration of the ROFR Transfer Period, the Farids Group has not completed the Transfer of the ROFR Shares, in order for the Farids Group to Transfer such ROFR Shares (or any other Shares) it shall be necessary for a new ROFO Sale Notice or ROFR Sale Notice to be delivered, and the terms and provisions of this Article VII to be again complied with. |
ROFR-ROFO-ROFN | In the event that the number of ROFO Shares offered to be purchased in the ROFO Purchase Notice is less than the number of ROFO Shares set forth in the Sale Notice (or the Company does not timely deliver a ROFO Purchase Notice), the Farids Group may sell the ROFO Shares that are not subject to any such ROFO Purchase Notice during the five (5) day business day period beginning on the date in the ROFO Sale Notice on which the Farids Group proposed to begin to effect such 144 Sale (the “ROFO Transfer Period”); provided that no such ROFO Share may be sold for less than the ROFO Sale Price. |
ROFR-ROFO-ROFN | If the Agent agrees in writing <omitted>
within ninety (90) days of receipt of the Product Offer to accept the New Product, then such New Product shall be, without further action or amendment, included within the definition of Roundup Products and be subject to the terms and conditions of this Agreement. |
ROFR-ROFO-ROFN | CERES shall have the first option to pursue such protection in its best judgment in the joint names of both Parties. |
ROFR-ROFO-ROFN | Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title. |
ROFR-ROFO-ROFN | If the proposed sale includes assets of Franchisee not related to the operation of franchised Burger King Restaurants, BKC may, at its option, elect to purchase only the assets related to the operation of franchised Burger King Restaurants and an equitable purchase price shall be allocated to each asset included in the proposed sale. |
ROFR-ROFO-ROFN | Subject to the restrictions set forth in Section 5.1 of this Agreement and Section 2.3 of the Warrant, in the event any member of the Farids Group proposes to Transfer (other than a Permitted Transfer) a Threshold Block, in a transaction or series of related transactions, of Shares in a 144 Sale, the Farids Group shall furnish to the Company a written notice of such proposed Transfer (a “ROFO Sale Notice”) at least 48 hours prior to the opening of trading on the Nasdaq Global Market (or such other primary stock exchange upon which the Common Stock is listed) on the business day that the Farids Group proposes to begin to effect such 144 Sale. |
ROFR-ROFO-ROFN | If Pretzel Time or its assignee exercises this option to purchase, pending the closing of such purchase, Pretzel Time may appoint a manager to maintain the operation of the Unit, at its option, require Franchisee to close the Unit during such time period without removing any asset |
ROFR-ROFO-ROFN | If the Company wishes to purchase (and/or cause a designee to purchase) all of the ROFR Shares at the ROFR Sale Price, the Company shall deliver a notice (a “ROFR Purchase Notice”) to the Farids Group within three (3) business day after receipt of the ROFR Sale Notice. The closing of the purchase of such ROFR Shares by the Company and/or any such designee shall take place no later than the later of (i) the purchase date set forth in the ROFR Sale Documentation and (ii) five (5) business days after delivery of the ROFR Purchase Notice, with payment for such ROFR Shares being made concurrently with such purchase to the Farids Group’s account designated in the ROFR Sale Notice. |
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