CHANGE OF CONTROL OF LICENSEE Sample Clauses
POPULAR SAMPLE Copied 19 times
CHANGE OF CONTROL OF LICENSEE a) Change in Control. A “Change in Control” shall be deemee to have occurred if any of the following occurs with respect to Licensee, whether in a single transaction or a series of related transactions: (i) the direct or indirect sale or exchange by the stockholders of Licensee of more than g▇▇▇▇ percent (50%) of the voting stock of Licensee; (ii) a merger or consolidation in which the Licensee is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of Licensee; or (zv) a liquidation or dissolution of Licensee (collectively, a “Transaction”), in each case as a result of which the stockholders of Licensee immediately before the Transaction do not retain immediately after the Transaction, il substantially the same proportions as their ownership of shares of Licensee’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more thaj fifty percent (50%) of the total combined voting power of the outstanding voting securities of Licensee or any surviving corporation or other business entity to which the assets of Licensee were trqnsferred.
CHANGE OF CONTROL OF LICENSEE. In the event that any Change of Control (as defined below) causes Licensee’s rights and obligations hereunder to pass to any Third Party, such Third Party shall, within [ * ] after the effective date of such Change of Control, notify Schering of its intentions with regard to the Development and Commercialization of the Licensed Product under this Agreement. If the Third Party succeeding to Licensee’s rights and obligations under this Agreement decides it will not continue the Development and/or Commercialization of the Licensed Product, then Schering shall have the right to terminate this Agreement upon [ * ] written notice to Licensee without any opportunity to cure and the effects of such termination shall be as set forth in Section 12.6. If the Third Party succeeding to Licensee’s rights and obligations under this Agreement decides to continue the Development and Commercialization of the Licensed Product, then all of the rights and obligations of Licensee under this Agreement shall inure to such Third Party; provided, that for the immediate [ * ] period following such Change of Control, such Third Party shall follow the same Development Plan and budget as was in effect prior to such Change of Control; and provided, further that within such [ * ] period the Third Party successor shall submit to Schering a new Development Plan for the next succeeding [ * ] period, which shall not, without the prior written approval of Schering, which approval shall not be unreasonably withheld, materially differ from the Development Plan in effect prior to such Change of Control.
CHANGE OF CONTROL OF LICENSEE. Licensee shall provide written notice to Licensor of an impending Change of Control of Licensee or any Salix Affiliate as soon as the impending Change of Control can be legally disclosed. Within fifteen (15) days of the receipt of a written notice pursuant to this Clause, the Chief Executive Officer of each Party shall meet to discuss the impact of any proposed change of control upon the Agreement and the commercial value of Product and to discuss the possible nature of the relationship with the combined entity and the Licensor may (at its option) require confirmation in writing from the controlling entity of its performance of the obligations of the Licensee fully in accordance with the terms of this Agreement.
CHANGE OF CONTROL OF LICENSEE. If a third party, either alone or pursuant to an arrangement or understanding with one or more persons, directly or indirectly acquires more than fifty percent (50%) Control of LICENSEE, LICENSEE shall immediately give notice to GE, and GE shall have the right, without prejudice to other rights which GE may have, to terminate or amend this Agreement. “