Third Party Acquisition Clause Samples

Third Party Acquisition. Section 6.1(d) . . . . . . 45 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of February 19, 1996, is among SIERRA ON-LINE, INC., a Delaware corporation (the "Company"), CUC INTERNATIONAL INC., a Delaware corporation ("Parent"), and ▇▇▇▇▇ ACQUISITION CORP., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Acquisition").

Third Party Acquisition. 35 Transactions........................................................................................2

Third Party Acquisition. Section 4.4(c) . . . . . . . . . 33

Third Party Acquisition. The Company and the Founder Parties hereby severally and jointly undertakes that, in the event that the redemption fails to be consummated within the time limit specified in Section 6.02, any redeeming Investor Shareholder shall have the right to seek a third party to purchase the Redemption Shares held by that Investor Shareholder. If, in connection with the third party’s purchase of the Redemption Shares held by the Investor Shareholder, that third party demands to simultaneously purchase a portion of the Company’s Shares owned by any Founder Party, that Founder Party shall be obligated to sell such Shares he or she owns to that third party (for the avoidance of doubt, the specific amount to be sold will be negotiated by that Founder Party and the third party), with the sale price being the price agreed by the Investor Shareholder and the third party purchaser. If the price at which the third party purchases the Redemption Shares held by the Investor Shareholder is lower than the Redemption Price applicable to the Investor Shareholder, the Company and the Founder Parties will severally and jointly compensate the Investor Shareholder in cash in an amount derived from the following formula: cash compensation = (Redemption Price – price per share purchased by the third party) × the amount of Redemption Shares sold by the Investor Shareholder.

Third Party Acquisition. Section 5.3(b)....................... 36 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of January 23, 2001 is among ▇▇▇▇▇▇ INDUSTRIES, INC., a Delaware corporation (the "Company"), NORTHROP GRUMMAN CORPORATION, a Delaware corporation ("Parent"), NNG, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Holdco") and LII ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Holdco ("Acquisition I"), and amends and restates in its entirety that certain Agreement and Plan of Merger, dated as of December 21, 2000, among the Company, Parent and Acquisition I (the "Original Agreement").

Third Party Acquisition. Section 4.3(c)......

Third Party Acquisition. 6.03 First Paragraph ARTICLE VIII

Third Party Acquisition. Other than pursuant to this Agreement, neither Vendor, Holding, BCC and CLI is party to any contract that would permit a third party to acquire the shares or assets of Vendor, Holding, BCC and CLI.

Third Party Acquisition. Notwithstanding the exclusivity obligations set forth in Section 6.4.1 or Section 6.4.2, in the event that TScan or any of its Affiliates acquires rights to Exploit a product or program (whether by merger, stock purchase, purchase of assets, in-license or other means, other than as a result of a Change of Control of TScan) (a “Third Party Acquisition”) and, on the date of the closing of such Third Party Acquisition, such product or program is being Exploited and such activities, if conducted by TScan at such time, would be a breach of TScan’s exclusivity obligations in Section 6.4.1 or Section 6.4.2 (an “Other Acquired Program”), TScan will notify Amgen in writing of such Third Party Acquisition and its election of an option under clause (a), clause (b) or clause (c) below, within [***] following the closing of such Third Party Acquisition, and TScan may elect either to (a) request that such Other Acquired Program be included under this Agreement, in which case the Parties will negotiate the terms on which such Other Acquired Program would be included in the Agreement in good faith for a period of no less than [***] and, if unable to reach agreement within such [***], TScan will elect the option under either clause (b) or clause (c) below; provided, however, that the one [***] or [***] time period specified in such clauses will be tolled during the negotiation of the Parties under this clause (a); (b) divest such Other Acquired Program promptly following the closing of such Third Party Acquisition, and in any event will complete such divestment within [***] after the closing of such Third Party Acquisition; or (c) cease the conduct of such Other Acquired Program within [***] following the closing of such Third Party Acquisition, giving due consideration to ethical concerns and requirements under Applicable Law; provided that, with respect to the foregoing clauses (b) and (c), (i) such one [***] or [***] time period, as applicable, will be extended if, at the expiration of such time period, TScan provides competent evidence of reasonable on-going efforts to divest, or cease activities under, such Other Acquired Program. During the discussion period under clause (a) of this Section 6.4.3, prior to the time of divestiture pursuant to clause (b) of this Section 6.4.3, or prior to the cessation of activities pursuant to clause (c) of this Section 6.4.3, as applicable, TScan and its Affiliates will segregate all research, development, manufacturing, and commerci...