Further Sales Sample Clauses

Further Sales. To the extent the Company, the Control Stockholder and the other Stockholders do not exercise their rights under Sections 3.2, or 3.3 with respect to the sale of Stock subject to the Notice, the Seller may, not later than one hundred twenty (120) days following the first delivery to the Company and the other Stockholders of the Notice, conclude a Transfer of the Stock covered by the Notice and (i) in the case of Section 3.2, not elected to be purchased by the Company or the Stockholders on terms and conditions no less favorable to the Seller than those described in the Notice or (ii) in the case of Section 3.3, not excluded from the Transfer by virtue of the participation therein by Co-Sale Stockholders on the terms and conditions set forth in the Notice. Any proposed Transfer on terms and conditions less favorable to the Seller than those described in the Notice (in the case of a Transfer subject to Section 3.2) or more favorable to the Seller than those described in the Notice (in the case of a Transfer subject to Section 3.3) or any proposed transfer of any Stock by the Seller after such one hundred twenty day period, shall again be subject to the co-sale rights and rights of first refusal of the Stockholders and shall require compliance by the Seller with the procedures described in this Section 3. Notwithstanding the foregoing, no Transfer of the Stock shall be effective unless such transferee agrees to be bound by the terms of this Agreement as a Stockholder.

Further Sales. To the extent the Company, First Reserve and the Co-Sale Stockholders do not exercise their rights under Sections 3.2 or 3.3 with respect to the sale of Stock subject to the Notice or the Final Notice, the Seller may, not later than sixty (60) days following delivery to the Company and the Stockholders of the Final Notice, conclude a transfer of the Stock covered by the Final Notice on terms and conditions equal to those described in the Final Notice. Any proposed transfer on terms and conditions other than those described in the Final Notice or any proposed transfer of any Stock by the Seller after such sixty day period shall again be subject to the co-sale rights and first refusal rights of the Stockholders and shall require compliance by the Seller with the procedures described in this Section 3. Notwithstanding the foregoing, no transfer of the Stock shall be effective unless such transferee agrees to be bound by the terms of this Agreement as a Stockholder.

Further Sales. To the extent the Company, the Sponsors and the other Stockholders do not exercise their rights under Sections 4.2 with respect to the sale of Stock subject to the Notice, the Seller may, not later than one hundred twenty (120) days following the

Further Sales. During the period commencing on the date hereof and ending at the Closing Date, the Obligors will not, without the prior written consent of the Underwriters (which consent may be withheld at the Underwriters’ discretion), (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or lend or otherwise transfer or dispose of, the Securities or any securities that are substantially similar to the Securities, whether owned as of the date hereof or hereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Securities or such other securities, whether any such transaction, swap or other agreement described in clause (i) or (ii) above is to be settled by delivery of any Securities or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the Securities to be sold hereunder.

Further Sales. In the event of any such termination (other than termination for Licensee’s material breach), Licensee may continue to sell its remaining inventory of the Licensed Product for a period of [***] months from the effective date of such termination, subject to the payment of royalties pursuant to Section 8.5. Licensee covenants that promptly after such [***] month period it and its Affiliates and former sublicensees hereunder shall cease to sell, and thereafter shall not sell, any Licensed Products.

Further Sales. To the extent the Company, the Sponsors and the other Stockholders do not exercise their rights under Sections 4.2 with respect to the sale of Stock subject to the Notice, the Seller may, not later than one hundred twenty (120) days following the first delivery to the Company and the other Stockholders of the Notice, conclude a Transfer of the Stock covered by the Notice and not excluded from the Transfer by virtue of the participation therein by Co-Sale Stockholders on the terms and conditions set forth in the Notice. Any proposed Transfer on terms and conditions more favorable to the Seller than those described in the Notice or any proposed transfer of any Stock by the Seller after such one hundred twenty day period, shall again be subject to the co-sale rights of the Stockholders and shall require compliance by the Seller with the procedures described in this Section 4. Notwithstanding the foregoing, no Transfer of the Stock shall be effective unless such transferee agrees to be bound by the terms of this Agreement.

Further Sales. To the extent the Management Stockholder does not exercise the Management Stockholder’s rights under Section 2.1 with respect to the sale of Common Stock subject to a Tag-Along Notice, First Reserve may, not later than 60 days following delivery to the Management Stockholder of the Tag-Along Notice (or such longer period as may be required to obtain regulatory approval therefor), conclude a Transfer of the Common Stock covered by the Tag-Along Notice on terms and conditions equal to those described in the Tag-Along Notice. Any proposed Transfer on terms and conditions other than those described in the Tag-Along Notice or any proposed Transfer of any Common Stock by First Reserve after such sixty day period (or such longer period as may be required to obtain regulatory approval therefor) shall again be subject to the tag-along rights of the Management Stockholder and shall require compliance by First Reserve with the procedures described in this Article 2.

Further Sales. In the event of any such termination, Metabolex may continue to sell its remaining inventory of the PPAR-d Product or PPAR-d Compound for a period of [*] from the effective date of such termination, subject to the payment of royalties pursuant to Section 4.1. Metabolex covenants that promptly after such [*] period it and its Affiliates and former sublicensees hereunder shall cease to sell, and thereafter shall not sell, any PPAR-d Products or PPAR-d Compounds.

Further Sales. If this Agreement is terminated for any reason other than termination by Licensor for Licensee’s material breach pursuant to Section 9.4 (Termination for Cause) or by Licensor for a Challenge pursuant to Section 9.5 (Termination for Patent Challenges), then for a period of up to [*] after the effective date of such termination, (a) Licensee or its Affiliate or Sublicensee will have the continued right to sell the Licensed Products in such country from its inventory and the obligation to comply with the terms of this Agreement in connection with such Commercialization, and (b) Licensee’s and its Affiliates’ and Sublicensees’ obligations under this Agreement with respect to all such Licensed Product that Licensee or its Affiliates or Sublicensees sell, including the obligation to remit Royalties to Licensor hereunder, will continue in full force and effect during such period.