Alnylam Change of Control definition

Alnylam Change of Control shall be deemed to occur upon the closing of (a) a merger, reorganization or consolidation involving Alnylam in which its shareholders immediately prior to such transaction would hold less than fifty percent (50%) of the securities or other ownership or voting interests representing the equity of the surviving entity immediately after such merger, reorganization or consolidation, or (b) a sale to a Third Party of all or substantially all of Alnylam’s assets or business relating to this Agreement.
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Alnylam Change of Control shall be deemed to occur upon the closing of (a) a merger, tender offer, share exchange, reorganization, consolidation or other similar transaction involving Alnylam in which its shareholders immediately prior to such transaction would hold fifty percent (50%) or less of the securities or other ownership or voting interests representing the equity of the surviving entity immediately after such transaction, (b) a merger, tender offer, share exchange, reorganization, consolidation or other similar transaction involving Alnylam in which the individuals who, as of the Effective Date, constitute the board of directors of Alnylam (the “Incumbent Board”) ceasing for any reason to constitute fifty percent (50%) or more of the board of directors of Alnylam; provided, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by Alnylam’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the board of directors of Alnylam or (c) a sale or other transfer to a Third Party of all or substantially all of Alnylam’s assets or business relating to this Agreement.
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Alnylam Change of Control shall be deemed to occur upon the closing of a merger, reorganization or consolidation or other transaction involving Alnylam in which a Monsanto Competitor would obtain ownership of (a) more than fifty percent (50%) in the aggregate of the voting power of all outstanding shares entitled to vote at a general election of directors of Alnylam; (b) more than fifty percent (50%) of the equity interests in Alnylam; or (c) all or substantially all of Alnylam’s assets or business relating to this Agreement.
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Examples of Alnylam Change of Control in a sentence

  • Notwithstanding any provision of this Agreement to the contrary, in the event of an Alnylam Change of Control, Monsanto may, in its sole discretion, choose not to begin and/or discontinue any or all Discovery Collaborations.

  • Notwithstanding the foregoing, if there is an Alnylam Change of Control, then Licensee shall have the right not to (i) begin, or continue, to propose Discovery Collaboration Opportunities pursuant to Section 4.1, (ii) begin, or continue to engage in, any negotiations with Alnylam with respect to any such Discovery Collaboration Opportunity, or (iii) continue with any ongoing Discovery Collaboration.

  • In the event of an Alnylam Change of Control, Alnylam shall notify Takeda promptly, but in no event later than [**], following final approval by Alnylam’s board of directors of any transaction that constitutes an Alnylam Change of Control, or the occurrence of an Alnylam Change of Control that does not require such approval.

  • Upon Takeda’s election of any of the foregoing, the Parties shall enter into an appropriate and customary written amendment to this Agreement or, as applicable, the Profit-Sharing Agreement, to reflect the specific changes to the Parties’ rights and obligations made pursuant to this Section 12.5. For the avoidance of doubt, Takeda shall be entitled, in its sole discretion, to make the elections provided for in this Section 12.5 upon each occurrence of an Alnylam Change of Control.

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