Cessation Event Sample Clauses

Cessation Event. A Member shall cease to be a Member solely upon the occurrence of any one of the events provided in Article 8 of this Agreement or Section 101.110 of the Act, each as may be hereafter amended.

Cessation Event. Notwithstanding Paragraphs 1 and 2 above, in the event that the Subscriber and its affiliates (as used in this letter agreement, the term “affiliate(s)” shall have the meaning ascribed to it in the Subscription Agreement and, with respect to the Subscriber, may only include entities that are managed by the Manager or its affiliates) Transfer, in the aggregate with all prior Transfers of Subscriber Shares, Subscriber Warrant Shares and shares purchased by exercise of the Advisory Fee Warrants by the Subscriber and its affiliates, to any person(s) who are not affiliates of the Subscriber, economic ownership of a number of Subscriber Shares, Subscriber Warrant Shares and shares purchased by exercise of the Advisory Fee Warrants such that the Subscriber and its affiliates no longer hold the economic ownership in an aggregate of at least 6,666,666 (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like) Issuer Shares (a “Cessation Event”): (a) From and after the Cessation Event no Fee Installments shall be made and Paragraph 1 above shall be of no further force and effect. The Subscriber shall deliver written notice to the Issuer of a Cessation Event prior to the Cessation Event; provided that if such prior notice is not commercially feasible under the circumstances, such notice shall be delivered within two (2) Business Days of the Cessation Event (the ”Notice Period”); and (b) The Subscriber shall no longer have any right to nominate any director to the Board from and after the Cessation Event and Paragraph 2 above shall be of no further force and effect; provided, however, that each incumbent Subscriber Director shall be entitled to serve as a director on the Board until the next election of directors of any class (whether or not of the same class of such Subscriber Director), but in no event more than one year following a Cessation Event. Shareholders of the Issuer shall have the right to remove any Subscriber Director who shall fail to resign as of the end of the period specified in this Paragraph 3(b).

Cessation Event. A Member shall not cease to be a Member solely upon the occurrence of any one or more of the events provided in Section 18-304 of the Act.

Cessation Event. A Member shall cease to be a Member solely upon the occurrence of any one of the events provided in Sections 4A-603, 4A-605 and 4A-606 of the Act.

Cessation Event. If (a) Pfizer does not timely exercise its ROFN Option, (b) a non-binding term sheet is not executed by the Parties prior to the expiration of the [***] negotiation period (unless the Parties have mutually agreed to waive this requirement), or (c) the Parties do not negotiate and execute a Commercialization Agreement for the Opted-In Product prior to the expiration of the [***] negotiation period, the Company will, subject to the following provisions of this section, be free to pursue any transaction with a Third Party with respect to the relevant Opted-In Product(s) (each of the above, a “Cessation Event” and such transaction with a Third Party, a “Third Party Commercialization Agreement”).