Genzyme Second Right Sample Clauses

Genzyme Second Right. In the event that Isis elects not to take action pursuant to Section 9.5.2(b) (Isis First Right to Enforce), Isis will so notify Genzyme in writing of its intention within ninety (90) days of Isis’ notice of such infringement activities to enable Genzyme to meet any deadlines by which an action must be taken to establish or preserve any enforcement rights, and Genzyme will have the right, but not the obligation, to take any such reasonable measures to stop any such infringing activities that involves a product that causes the [**]. If Genzyme desires to assert an Isis Core Technology Patent pursuant to this Section 9.5.3(b) and the infringing product is also Covered by a Product-Specific Patent, then Genzyme will assert both the Product-Specific Patent and the Isis Core Technology Patent, unless it obtains Isis’ written consent to assert only the Isis Core Technology Patent.
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Related to Genzyme Second Right

  • Right of Refusal The proposing vendor has the right not to sell under the awarded agreement with a TIPS member at vendor's discretion unless required by law.

  • Grant of Company Reacquisition Right Except to the extent otherwise provided by the Superseding Agreement, if any, in the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units (“Unvested Units”), and the Participant shall not be entitled to any payment therefor (the “Company Reacquisition Right”).

  • License Period The license granted hereunder shall be effective and terminate as of the dates specified in Schedule D attached hereto, unless sooner terminated or renewed in accordance with the terms and conditions hereof.

  • Freedom to Trade in Company Securities The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.

  • First Right of Refusal If any Partner shall enter into an agreement to sell their ownership interest in the Partnership with an individual or entity that is not a current Partner, the following parties must be given a first right of refusal before such a transaction can take place:

  • Agreement Subject to Appropriation The City is obligated only to pay its obligations set forth in this Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during the City’s then current fiscal year. The City’s obligations under this Agreement are current expenses subject to the “budget law” and the unfettered legislative discretion of the City concerning budgeted purposes and appropriation of funds. Should the City elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed terminated at the end of the then-current fiscal year term for which such funds were appropriated and budgeted for such purpose and the City shall be relieved of any subsequent obligation under this Agreement. The parties agree that the City has no obligation or duty of good faith to budget or appropriate the payment of the City’s obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and delivered. The City shall be the sole judge and authority in determining the availability of funds for its obligations under this Agreement. The City shall keep Consultant informed as to the availability of funds for this Agreement. The obligation of the City to make any payment pursuant to this Agreement is not a general obligation or indebtedness of the City. Consultant hereby waives any and all rights to bring any claim against the City from or relating in any way to the City’s termination of this Agreement pursuant to this section.

  • Right of Refusal Does the proposing vendor wish to reserve the right not to perform under the awarded agreement with a TIPS member at vendor's discretion? Yes

  • Agreement to Tender Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders prior to the expiration of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

  • Option Period Pursuant to the Contract, the following are the Adjustment Factors for the next option period: Base Year Index Date Index 1 August 2019 11311.06 2 September 2019 11311.24 3 October 2019 11326.12 4 November 2019 11380.83 5 December 2019 11381.53 6 January 2020 11392.41 7 February 2020 11396.01 8 March 2020 11396.97 9 April 2020 11412.67 10 May 2020 11418.16 11 June 2020 11436.23 12 July 2020 11439.11 Third Year Index Date Index 1 August 2021 12463.13 2 September 2021 12464.55 3 October 2021 12464.94 4 November 2021 12467.32 5 December 2021 12481.82 6 January 2022 12555.55 7 February 2022 12683.97 8 March 2022 12791.43 9 April 2022 12898.96 10 May 2022 13004.47 11 June 2022 13110.50 12 July 2022 13167.84 Base Year Average 11383.5283 Third Year Average 12712.8733 Price Adjustment: Third Year Index Average = 12712.8733 = 1.1168 Base Year Index Average 11383.5283 WA-DC-E01-100120-VGL Original Adjustment Factor x Price Adjustment = Option Multiplier Normal Working Hours – Prevailing Wage 1.0919 1.1168 1.2194 Other Than Normal Working Hours – Prevailing Wage 1.0924 1.1168 1.2200 Normal Working Hours – Non-Prevailing Wage 1.0919 1.1168 1.2194 Other Than Normal Working Hours – Non- Prevailing Wage 1.0924 1.1168 1.2200 Non Pre-Priced 1.2108 1.0000 1.2108

  • How Much May I Contribute to a Xxxx XXX As a result of the Economic Growth and Tax Relief Reconciliation Act (“EGTRRA”) of 2001, the maximum dollar amount of annual contributions you may make to a Xxxx XXX is $5,500 for tax years beginning in 2013 with the potential for Cost-of-Living Adjustment (COLA) increases in $500 increments. However, these amounts are phased out or eliminated entirely if your adjusted gross income is over a certain level, as explained in more detail below. Year 2020 2021 Xxxx XXX Contribution Limit $6,000 $6,000 You may make annual contributions to a Xxxx XXX in any amount up to 100% of your compensation for the year or the maximum contribution limits shown in the table above, whichever is less. The limitation is reduced by any contributions made by you or on your behalf to any other individual retirement plan (such as a Traditional IRA) except SEP IRAs and SIMPLE IRAs. Your annual contribution limitation is not reduced by contributions you make to a Xxxxxxxxx Education Savings Account that covers someone other than yourself. In addition, qualifying rollover contributions and transfers are not subject to these limitations. If you are age 50 or older by the end of the year, you may make additional “catch-up” contributions to a Xxxx XXX. The “catch-up” contribution limit is $1,000 for tax years 2009 and beyond. If you are married and file a joint return, you may make contributions to your spouse’s Xxxx XXX. However, the maximum amount contributed to both your own and to your spouse’s Xxxx XXX may not exceed 100% of your combined compensation or the maximum contribution shown in the table above, whichever is less. The maximum amount that may be contributed to either your Xxxx XXX or your spouse’s Xxxx XXX is shown in the table above. Again, these dollar limits are reduced by any contributions made by or on behalf of you or your spouse to any other individual retirement plan (such as a Traditional IRA) except SEP IRAs and SIMPLE IRAs. Again, the limit is not reduced for contributions either of you make to a Xxxxxxxxx Education Savings Account for someone other than yourselves. As noted in Item 1, your eligibility to contribute to a Xxxx XXX depends on your AGI (as defined below). The amount that you may contribute to a Xxxx XXX is reduced proportionately for AGI which exceeds the applicable dollar amount. For the 2020 and 2021 tax years, the amount that you may contribute to your Xxxx XXX is as follows: Single Individual Year Eligible to Make a Contribution if AGI is Less Than: Eligible to Make a Partial Contribution if AGI is Between: Not Eligible to Make A Contribution if AGI is Over: 2020 $124,000 $124,000 - $139,000 $139,000 2021 & After - sub- ject to COLA increases $125,000 $125,000 - $140,000 $140,000 Married Individual Filing a Joint Income Tax Return Year Eligible to Make a Contribution if AGI is Less Than: Eligible to Make a Partial Contribution if AGI is Between: Not Eligible to Make A Contribution if AGI is Over: 2020 $196,000 $196,000 - $206,000 $206,000 2021 & After - sub- ject to COLA increases $198,000 $198,000 - $208,000 $208,000 If you are a married taxpayer filing separately, your contribution phases out over the first $10,000 of AGI, so that if your AGI is $10,000 or more you may not contribute to a Xxxx XXX for the year. Note that the amount you may contribute to a Xxxx XXX is not affected by your participation in an employer-sponsored retirement plan. To determine the amount you may contribute to a Xxxx XXX (assuming it does not exceed 100% of your compensation), you can refer to IRS Publication 590-A: Modified Adjusted Gross Income for Xxxx XXX Purposes and Determining Your Reduced Xxxx XXX Contribution Limit. The amount you contribute may not exceed the maximum contribution limits shown in the table above reduced by the amount contributed on your behalf to all other individual retirement accounts (except SEP IRAs and SIMPLE IRAs). Your contribution to a Xxxx XXX is not reduced by any amount you contribute to a Xxxxxxxxx Education Savings Account for the benefit of someone other than yourself. If you are the beneficiary of a Xxxxxxxxx Education Savings Account, additional limits may apply to you. Please contact your tax advisor for more information.

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