Without limiting Section 3. 4.1.1, IFA’s Oversight rights shall include the following:
Without limiting Section 3. 2(a), each Participant shall be entitled to one vote on any matter presented to the Participants for their consideration at any meeting of the Participants (or by written action of the Participants in lieu of a meeting).
Without limiting Section 3. 1(a), each Stockholder hereby agrees, separately and not jointly, with the Company not to Transfer all or any portion of the Shares or Registrable Securities unless and until:
Without limiting Section 3. 1.2, throughout the Term, Seller shall provide Buyer with ***. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
Without limiting Section 3. 1(a), the Manager shall have the sole power and authority to effect any of the following by the Company or any of its Subsidiaries in one or a series of related transactions, in each case without the vote, consent or approval of any Member, unless otherwise provided in this Agreement: (i) any sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company); (ii) any merger, consolidation, reorganization or other combination of the Company with or into another entity, (iii) any acquisition; (iv) any issuance of debt or equity securities; (v) any incurrence of indebtedness; or (vi) any dissolution. Except for any vote, consent or approval of any Member expressly required by this Agreement, if a vote, consent or approval of the Members is required by the Act or other applicable law with respect to any action to be taken by the Company or matter considered by the Manager, each Member will be deemed to have consented to or approved such action or voted on such matter in accordance with the consent or approval of the Manager on such action or matter.
Without limiting Section 3. 2(a) or (g), any obligation or liability of Seller to the National Research Council of Canada or any other Person with respect to any Industrial Research Assistance Program, any Contract entered into in connection therewith or any condition or Applicable Law relating thereto.
Without limiting Section 3. 1(a), the Company is so qualified or licensed in each jurisdiction listed in Schedule 3.1 of the Company Disclosure Schedule. Schedule 3.1 of the Company Disclosure Schedule also contains a true, complete and correct listing of the locations of all sales offices and any other office or facility of the Company and a true, complete and correct list of all states or foreign jurisdictions in which the Company maintains employees. The Company has delivered or made available to Purchaser on the Electronic Data Room true, complete and correct copies of its certificate of incorporation and bylaws of the Company, each as amended through the date of this Agreement (the “Charter Documents”). The minute books of the Company are true, complete and correct in all material respects.
Without limiting Section 3. 2.2, I-Mab shall promptly (a) provide AbbVie with copies of briefing books and meeting minutes for meetings with Regulatory Authorities regarding any Licensed Product and meeting minutes for clinical development and regulatory advisory board meetings regarding any Licensed Product in its original language and (b) notify AbbVie of any material events with respect to the Initial Development Activities (e.g., clinical hold, unexpected adverse safety events, dear doctor (or other similar) letters, or receipt of Regulatory Approval).
Without limiting Section 3. 12(a), since January 1, 2019, each of the Seller, the Newbury Fund Upper-Tier Entities and the Newbury Funds has made all material Regulatory Filings necessary for the conduct of the Business under and pursuant to applicable Law (including, for the avoidance of doubt, Form ADV with respect to the Seller). All such Regulatory Filings were, at the time such Regulatory Filings were made, true, correct and complete in all material respects. The Seller has not received written notice from any Governmental Authority that any such Regulatory Filing is deficient, incomplete or otherwise has not been received when due.
Without limiting Section 3. 2(a) above, but subject to applicable law, rule or regulation, the Purchaser and the Company will reasonably cooperate and coordinate with each other in connection with the making of all filings required under the HSR Act, including: (i) furnishing all information required for such filing to be made pursuant to any applicable law in connection with the Transactions; and (ii) keeping the other party informed in all material respects of any material communication received by such party from, or given by such party to, the FTC, the DOJ or other Governmental Body relating to the Transactions.
