RIGHTS OF Clause Samples
The "Rights Of" clause defines the specific legal entitlements, privileges, or powers granted to a party under the agreement. It typically outlines what actions a party is permitted to take, such as accessing certain information, using intellectual property, or receiving payments. By clearly delineating these rights, the clause helps prevent misunderstandings and disputes by ensuring all parties understand their respective entitlements and limitations under the contract.
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RIGHTS OF. Designation by [***].
(a) Rights of [***]. [***] shall continue to have rights to develop, market and/or commercialize in the Territory outside the Field only a limited number of individual Compounds (and Products containing the same) which have been selected as [***] Selected Compounds in accordance with this Section 5.3.3 for [***] Programs.
(b) [***]’s Designation of Reserve Compounds. [***] may designate a Compound as an [***] Reserve Compound at any time upon notice to Patent Counsel, provided at the time of such notice (i) as to any Compound that is identified, synthesized, discovered, designed or acquired after the Effective Date other than pursuant to an [***] Program, one year has elapsed since its Compound Registration Date; (ii) such Compound is not then a Selected Compound, a Non-Cancer Selected Compound or an Opt-out Non-Cancer Selected HDAC Inhibitor, and (iii) there are not then more than [***] [***] Reserve Compounds for [***]. In the event [***] then-currently has [***] [***] Reserve Compounds, then [***] shall not have the right to include any additional Compound(s) as [***] Reserve Compounds, until [***] has removed an equal number of Compounds from its list of [***] Reserve Compounds, chosen at [***]’s sole discretion. For the foregoing purpose, it is understood and agreed that [***] shall have the right to remove any Compound from its list of [***] Reserve Compounds at any time upon written notice to Patent Counsel. In the event a Compound is so removed from the list of [***] Reserve Compounds, then such Compound shall thereafter cease to be an [***] Selected Compound (unless re-designated in accordance with this Section 5.3.3(b)), and [***] shall have no further rights to develop, market and/or commercialize such Compounds in the Territory as part of [***] Program outside the Field.
(c) Elevation of [***] Reserve Compounds. Upon commencement of (i) Phase I clinical studies by or under authority of [***] with respect to a Compound(s) outside the Field, and provided that (ii) such Compound(s) are [***] Reserve Compound(s) at the time of the [***]’s notice to Patent Counsel of such commencement under this Section 5.3.3(c) such Compound shall cease to be an [***] Reserve Compound but shall remain an [***] Selected Compound hereunder (i.e., such Compound will no longer count against the maximum number of [***] [***] Reserve Compounds for [***]).
(d) Development Candidate Selection by [***]. [***] may designate one (1) Compound at any time ...
RIGHTS OF. ASSIGNEE Any assignee, transferee or sub-participant of a Bank shall (unless limited by the express terms of the assignment, transfer or sub-participation) take the full benefit of every provision of the Security Documents benefiting that Bank.
RIGHTS OF. (Program administrator)
RIGHTS OF. Any rights of management which are not specifically mentioned in this Agreement and are not contrary t o its intention shall continue in full force and effect for the duration of this contract, always provided that in the exercise of the aforementioned management rights there shall be no discrimination.
RIGHTS OF. First Refusal For Stock Held By Management Stockholders or Investor Stockholders (other than the Warburg Group) — Secondary Right Of First Refusal.
(a) If, pursuant to Section 3.4, the Company elects to purchase less than all the Offered Stock (or elects to purchase none of the Offered Stock), the Stockholders other than the Offeror Stockholder that are “accredited investors” as defined in Rule 501(a) under the Securities Act (the “Other Stockholders”) shall have the option from the 11th to the 30th day following the First Refusal Notice Date to accept not less than all of the Offered Stock (other than the portion which the Company has elected to purchase) in accordance with the provisions of the Notice of Right of First Refusal. The Other Stockholders may, by agreement, allocate among themselves the right to acquire such part of the Offered Stock. In the absence of such an agreement among the Other Stockholders, each Other Stockholder will be entitled to give written notice to the Offeror Stockholder, to the Company and to the remaining Other Stockholders, from the eleventh day to the twentieth day following the First Refusal Notice Date, of such Other Stockholder’s election (“Election Notice”) to acquire all or any part of its Proportionate Percentage (calculated solely with respect to the Other Stockholders) of the Offered Stock that is not being acquired by the Company or the Other Stockholders including a statement of the maximum number of shares of Offered Stock that such Other Stockholder is willing to purchase.
(b) Any Offered Stock not subscribed for pursuant to Section 3.5(a) as a result of all the Other Stockholders not electing to purchase their Proportionate Percentage shall be deemed to be re-offered to and accepted by the Other Stockholders exercising their rights to purchase more than their Proportionate Percentage. Such Offered Stock shall be allocated to such Other Stockholders in an amount equal to the lesser of (A) the maximum amount specified in their respective Election Notices and (B) an amount equal to their respective Proportionate Percentages (calculated solely with respect to such Other Stockholders) with respect to such deemed offer. Such deemed offer and acceptance procedures described in the immediately preceding sentence shall be deemed to be repeated, to the extent required, until either (x) all of the remaining Offered Stock is accepted by the Other Stockholders or (y) the maximum number or amount of Offered Stock that such...
RIGHTS OF. LIMITED PARTNERS (a) In addition to other rights provided by this Agreement or by applicable law, and except as limited by Section 3.4(b), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner's interest as a limited partner in the Partnership, upon reasonable written demand and at such Limited Partner's own expense: (i) to obtain true and full information regarding the status of the business and financial condition of the Partnership; (ii) promptly after becoming available, to obtain a copy of the Partnership's federal, state and local income tax returns for each year; (iii) to have furnished to him a current list of the name and last known business, residence or mailing address of each Partner; (iv) to have furnished to him a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with a copy of the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; (v) to obtain true and full information regarding the amount of cash and a description and statement of the Net Agreed Value of any other Capital Contribution by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner; and (vi) to obtain such other information regarding the affairs of the Partnership as is just and reasonable.
RIGHTS OF. Stockholders in the Offer and the Merger........ 16
RIGHTS OF. [Credit Enhancer] to Direct Trustee; Class B Certificateholder's Right of First Refusal.
(a) The [Credit Enhancer], after giving written notice to the Trustee, shall have the right to direct the time, method and place at or by which the Trustee conducts any proceeding for any remedy available to the Trustee, or exercises any such trust or power conferred upon the Trustee.
(b) [Notwithstanding anything to the contrary contained in subsection (a) above, the Trustee shall not exercise any remedy involving a sale of the Receivables unless it shall have received instruction to do so by Holders of at least [ ]% of each of the Class A Certificate Balance and the Class B Certificate Balance.]
(c) Notwithstanding anything to the contrary contained in subsections (a) or (b) above, the Trustee shall have the right to decline to follow any such direction of the [Credit Enhancer] if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a responsible officer of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Certificateholders; provided, that nothing in this Agreement shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction of the [Credit Enhancer].
RIGHTS OF. Administrative Agent and its Affiliates as a Bank. With respect to any Loan made by Hibernia or an Affiliate of Hibernia such Affiliate and Hibernia in their capacity as a Bank hereunder shall have the same rights and powers hereunder as any other Bank and may exercise the same as though it were not an Affiliate of Hibernia (or in Hibernia's case, acting as the Administrative Agent) and the term "Bank" or "Banks" shall, unless the context otherwise indicates, include such Affiliate of Hibernia or Hibernia in its individual capacity. Such Affiliate and Hibernia may (without having to account therefor to any Bank) accept deposits from, lend money to and generally engage in any kind of banking, trust or other business with the Borrower (and any of its Affiliates) as if they were not an Affiliate of the Administrative Agent or the Administrative Agent, respectively, and such Affiliate and Hibernia may accept fees and other consideration from the Borrower (in addition to any agency fees and arrangement fees heretofore agreed to between the Borrower and Hibernia) for services in connection with this Agreement or any other Loan Document or otherwise without having to account for the same to the Banks.
RIGHTS OF. LIMITED PARTNERS Except as otherwise provided in this Agreement, each Limited Partner shall look solely to the assets of the Partnership for the return of its Capital Contributions and shall have no right or power to demand or receive property other than cash from the Partnership. Except as otherwise expressly provided in this Agreement, no Limited Partner shall have priority over any other Limited Partner as to the return of its Capital Contributions, distributions or allocations.