Third Party Call Rights Sample Clauses

Third Party Call Rights. In the event that any Spinco Assets consist of shares of capital stock of a Spinco Company, which shares are subject to any right of first offer, right of first refusal, call right, third party option or other similar contractual right (including, without limitation, any rights of first offer (if any) arising out of the SSL Stockholders Agreements) on the part of any party (other than the Company, any Retained Subsidiary, Spinco and any Spinco Company) (such third party, a "Third Party Transferee") to require that such shares be sold or otherwise transferred to such Third Party Transferee (any such right, a "Third Party Call Right", and any such shares subject to such right, the "Restricted Spinco Shares"), then Spinco shall (x) deliver or cause to be delivered all notice(s) which are required to be delivered by the Company, Spinco, any Retained Subsidiary or any Spinco Company in connection with any such Third Party Call Rights (unless delivery of such notice(s) has been waived by the recipient(s) thereof), and (y) use its reasonable efforts to cause each such Third Party Transferee to waive all Third Party Call Rights held by such Third Party Transferee. In the event that Spinco is unable to obtain any such waiver with respect to any Restricted Spinco Shares prior to the Distribution Date, then such Restricted Spinco Shares shall not be assigned, conveyed or transferred to Spinco pursuant to this Agreement unless and until such Restricted Spinco Shares are no longer subject to acquisition by any Third Party Transferee pursuant to any Third Party Call Rights (provided that, prior to such assignment, conveyance or transfer to either the Third Party Transferee pursuant to this Section 2.6 or to Spinco pursuant to this Agreement, such Restricted Spinco Shares shall, to the extent applicable, be subject to the provi- sions of Section 2.1(b) hereof). In the event that a Third Party Transferee exercises any Third Party Call Right with respect to any Restricted Spinco Shares, then (i) such Restricted Spinco Shares shall be transferred to such Third Party Transferee in accordance with the terms and conditions of the Third Party Call Right relating thereto, and (ii) the Company shall turn over promptly to Spinco all cash and other amounts if and when received by the Company or any Retained Subsidiary from such Third Party Transferee in connection therewith. The parties hereto acknowledge and agree that the amounts referred to in clause (ii) of the preceding senten...
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Related to Third Party Call Rights

  • Recall Rights 12.1 The parties agree that Local boards will increase the length of time contained in their local collective agreements providing rights to recall by an additional two (2) years.

  • Call Rights (a) Subject to the terms and conditions of this Section 4, the Company shall have the following call rights with respect to the Warrant:

  • Third Party Data Any statistical, industry-related and market-related data, which are included in the Disclosure Package and the Prospectus, is based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agrees with the sources from which it is derived, and the Company has obtained the written consent for the use of such data from such sources to the extent required.

  • Third Party Notices Portions of the Apple Software or Services may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the Apple Software and Services, and Your use of such material is governed by their respective terms.

  • Notice of Third Party Claims Pursuant to Public Contract Code Section 9201, District shall provide Contractor timely notification of the receipt of any third-party claim relating to this Contract. District shall be entitled to recover its reasonable costs incurred in providing such notification.

  • Infringement of Third Party Rights Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Allergan shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Allergan’s activities under this Agreement at its own expense and by counsel of its own choice, and ACADIA shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Allergan fails to proceed in a timely fashion with regard to such defense, ACADIA shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Allergan shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. ACADIA shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by ACADIA’s activities under this Agreement at its own expense and by counsel of its own choice, and Allergan shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If ACADIA fails to proceed in a timely fashion with regard to such defense, Allergan shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and ACADIA shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other party without the consent of such party.

  • Third Party Contracts From the Effective Date through and including the Closing Date, Seller agrees to enter into only those third-party contracts which are necessary to carry out its obligations under Section 5.2, which shall be on market terms and cancellable on thirty (30) days written notice or less, without payment of any fee or penalty. Copies of all such contracts so entered into by Seller shall be promptly provided by Seller to Purchaser.

  • Third Party Licenses If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.

  • Proprietary Rights Notices Licensee shall not remove any copyright notices, trademark notices or other proprietary legends of Oracle or its suppliers contained on or in the TCK, and shall incorporate such notices in all copies of any TCK. Licensee shall comply with all reasonable requests by Oracle to include additional copyright or other proprietary rights notices of Oracle or third parties from time to time.

  • Third Party Rights A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement.

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