Consent Right definition
Examples of Consent Right in a sentence
In each instance under this Agreement where Pfizer’s consent, approval, permission, acquiescence or other form of acceptance is required (“Pfizer Consent Right”), it shall be read and understood to mean that Pfizer may withhold such Pfizer Consent Right at its sole and absolute discretion unless a contrary standard is expressly stated therein with respect to such Pfizer Consent Right.
Company Consent Right to Waiver of Liberty Conversion Obligations in Stockholders Agreement 20 Section 7.04.
By the close of business on the sixth Business Day following receipt of such Stockholder's notice and prior to taking any such action, the Company shall provide such Stockholder with a notice that indicates whether the Company reasonably believes in good faith that such action would trigger an Article III Consent Right and with all information reasonably relevant and necessary to determine whether an Article III Consent Right will be triggered by such action.
The scope of the dispute to be resolved by the arbitrator thereunder (the "Arbitrator") in connection with any such dispute is limited to whether, under the terms of this Agreement, an Article III Consent Right is triggered in connection with the proposed action.
The Company shall also provide such Stockholders with all information reasonably relevant and necessary to determine whether an Article III Consent Right will be triggered by such action.
If either SPE or USI disagrees with the Company's conclusion and reasonably believes in good faith that such Stockholder has an Article III Consent Right in connection with such action, such Stockholder shall provide the Company with written notice of its disagreement by the close of business on the sixth Business Day following receipt of the Company's notice.
Otherwise, subject to the Lexicon Consent Right and the other terms of this Agreement, Sanofi shall have the sole right and responsibility for all aspects of the Development of Licensed Products (other than regulatory matters, which are governed by Section 3.2), with Development Costs shared as set forth in Section 7.6, which shall be conducted in accordance with and pursuant to the Development Plan.
If there is only one Series A Director in office at the time the Company seeks the consent of the Series A Directors in lieu of obtaining direction from the Required Warrant Holders with respect to a Consent Right in accordance with clause (vii) of this Section 5.02(f), that Series A Director can act alone in making the determinations set forth in the previous sentence.
Notwithstanding anything to the contrary contained in this Section 3.1(a), neither SPE nor USI shall have an Article III Consent Right to the extent such action requires the approval of holders of Common Stock under the DGCL or the Certificate.
Except for the Parent Stockholder Consent and the Consent Right Holder Consent, no vote of the holders of any class or series of Parent capital stock or indebtedness is necessary to approve the Share Issuance and Parent Charter Amendment and the Transactions (including the Merger).