Additional Rights for Sanquin Sample Clauses

Additional Rights for Sanquin. 2.7.1 In the event that ViroPharma shall not have used its Commercially Reasonable Efforts to file an application for Regulatory Approval for a ViroPharma Product in any Target Country in accordance with the timeframes set forth in the Global Commercialization Plan, or in the event that ViroPharma shall not have used its Commercially Reasonable Efforts to commercially launch a ViroPharma Product in any Target Country in accordance with the timeframes set forth in the Global Commercialization Plan (except in both cases as a result of (a) a Force Majeure Event, or (b) ViroPharma’s good faith reasonable determination regarding the advisability, from a regulatory or commercial perspective, of proceeding as originally planned in the Global Commercialization Plan, including as a result of Sanquin’s failure or inability to supply ViroPharma Product or withholding of consent or any other action or omission of Sanquin that affects the timing or feasibility of any of the events described in the Global Commercialization Plan, and, in all cases discussed and approved by the Parties within the scope of the JSC (each, a “Valid Delaying Event”)), upon delivery of written notice by Sanquin, if ViroPharma has not taken corrective action within *** days of the date of such notice (such action to be demonstrated by ViroPharma), Sanquin may decide that ViroPharma’s rights as set out in Section 2.2 shall lapse with respect to such affected portion of the ViroPharma Territory, which decision shall be confirmed in writing by Sanquin to ViroPharma. 2.7.2 In the event that Sanquin receives a bona fide written offer from a ready, willing and able prospective Third Party that has access to Plasma in a certain country that is in the ViroPharma Territory, to toll manufacture out of such Plasma a Product, to be marketed and sold in such country, and ViroPharma does not, at the time, distribute or have a plan to distribute ViroPharma Products in such country, then Sanquin shall be permitted to negotiate such offer; provided that it gives notice to ViroPharma, includes ViroPharma in the negotiations as far as the Product is concerned, and enters into an agreement with ViroPharma and the Third Party, on terms acceptable to all parties involved.
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Additional Rights for Sanquin. The Parties hereby amend the Agreement by adding the following as new Section 2.7.3:
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Related to Additional Rights for Sanquin

  • Payments for Shares The Custodian shall receive from the distributor for the Fund's Shares or from the Transfer Agent of the Fund and deposit into the Fund's account such payments as are received for Shares of the Fund issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund and the Transfer Agent of any receipt by it of payments for Shares of the Fund.

  • Adjustments for Share Splits The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Common Stock.

  • Consideration for Shares The Trustees may issue Shares of any Series for such consideration (which may include property subject to, or acquired in connection with the assumption of, liabilities) and on such terms as they may determine (or for no consideration if pursuant to a Share dividend or split-up), all without action or approval of the Shareholders. All Shares when so issued on the terms determined by the Trustees shall be fully paid and nonassessable (but may be subject to mandatory contribution back to the Trust as provided in Section 6.1(l) hereof). The Trustees may classify or reclassify any unissued Shares, or any Shares of any Series previously issued and reacquired by the Trust, into Shares of one or more other Series that may be established and designated from time to time.

  • Adjustments for Share Splits, Etc Wherever in this Agreement there is a reference to a specific number of shares of Preferred Shares or Ordinary Shares of the Company, then, upon the occurrence of any subdivision, combination or share dividend of the Preferred Shares or Ordinary Shares, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of shares by such subdivision, combination or share dividend.

  • Consideration for Stock In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker.