Change of Control of Seller. Seller may, upon written notice, assign its rights and obligations hereunder, or transfer such rights and obligations by operation of law, to any entity (a) with which or into which such Seller merges or consolidates; (b) which acquires greater than fifty percent (50%) of Seller’s equity interests or actual control of Seller; or (c) to which Seller transfers all or substantially all of its assets; in each case provided that such other entity agrees to be bound by the terms hereof.
Change of Control of Seller. (a) If, during the Term, Seller signs a definitive agreement regarding a Proposed Transaction, then Seller shall notify Buyer in writing within five (5) business days of such Proposed Transaction. Within *** days after receipt of notice by Buyer of such Proposed Transaction, Buyer shall have the right (but not the obligation) to exercise its Purchase Option to acquire the New Centers at the price specified in Sections 5.4 and 5.5 above and Seller has no further obligations to the New Center. Notwithstanding anything to the contrary in this Agreement, if Buyer elects to exercise its Purchase Option due to a Proposed Transaction pursuant to this Section 5.8 then the *** months written notice from Buyer to Seller under Section 2.6 shall not be required and the Parties shall work in good faith to negotiate and execute the New Center Asset Purchase Agreement as soon as possible but in no event later than the closing date of the Proposed Transaction.
Change of Control of Seller. In the event of the sale, directly or indirectly, of a controlling interest of Seller, other than through a public offering of stock for which a registration is filed with the applicable regulatory authority, the sale of all or substantially all of the assets of Seller or the Facility, or the assignment or delegation by Seller of its rights or obligations hereunder, other than to a subsidiary or Affiliate of Seller, Seller shall provide immediate notice in writing to Buyer. If Buyer reasonably determines that the acquiror is a competitor of Buyer and/or its Affiliates or that the acquiror would not fulfill the terms and conditions hereof in accordance with the price of Products hereunder, Buyer shall have the right within forty-five (45) days after receipt of such notice to deliver to Seller a notice of termination, which notice shall state a date, no later than twelve months after the date of the notice, on which date this Agreement shall terminate.
Change of Control of Seller. (b) in the case of any Transfer by Highlands of its 100% ownership interest in Seller (other than pursuant to an Internal Reorganization):
Change of Control of Seller. In the event that Seller intends to enter into a Change of Control (as defined in the BMS License) [***] (as such terms are defined in the BMS License): (i) Seller shall promptly notify Purchaser of such intent in writing; (ii) the Parties shall discuss in good faith and mutually agree on an amendment to this Agreement that provides for appropriate reductions (or changes) to the amount (or timing) of the Closing Payment, Milestone Payments and/or Royalties that may become payable by Purchaser to Seller under this Agreement to make Purchaser whole for the increase in milestones, sublicensing revenue and royalties payable to BMS under the BMS License following a Change of Control (as defined in the BMS License) of Seller that occurs [***] (as such terms are defined in the BMS License) in comparison to what BMS would be owed under the BMS License if a Change of Control (as defined in the BMS License) of Seller did not occur [***] (as such terms are defined in the BMS License); and (iii) until the Parties have amended this Agreement pursuant to this Section 3.3(j), Seller shall not consummate any such Change of Control (as defined in the BMS License) [***] (as such terms are defined in the BMS License) without Purchaser’s prior written consent.
Change of Control of Seller. (a) Any direct or indirect change of control of Seller, whether voluntary or by operation of law (a "Change of Control"), shall require the prior written consent of NSP, which shall not be unreasonably withheld, delayed or conditioned; provided that, notwithstanding any other remedy, in no circumstance does NSP have the obligation to consent to any Change of Control prior to the issuance and expiration of the PFT Notice.
Change of Control of Seller. (a) If, during the Term, Seller signs a definitive agreement regarding a Proposed Transaction, then Seller shall notify Buyer in writing within five (5) business days of such Proposed Transaction. Within thirty (30) days after receipt of notice by Buyer of such Proposed Transaction, Buyer shall have the right (but not the obligation) to exercise its Purchase Option to acquire the ViroPharma Centers, regardless of whether such election is during the Option Period or not, at the price specified in Sections 5.4 and 5.5 above and Seller has no further obligations to the ViroPharma Centers. Notwithstanding anything to the contrary in this Agreement, if Buyer elects to exercise its Purchase Option due to a Proposed Transaction pursuant to this Section 5.8, then (i) the *** months written notice from Buyer to Seller under Section 2.5 shall not be required, (ii) Buyer shall purchase all of the ViroPharma Centers at once and the *** months waiting period set forth in Section 2.5.4 shall not apply, and (iii) the Parties shall work in good faith to negotiate and execute the Purchase Agreement as soon as possible but in no event later than the closing date of the Proposed Transaction.
