Retained Target definition
Examples of Retained Target in a sentence
Isis will promptly notify Alnylam when such ability to license Alnylam is obtained, and effective upon delivery of such notice to Alnylam, the applicable RNA Target will automatically no longer be an Isis Retained Target, and the Parties will update Schedule 1-69 accordingly as promptly as feasible.
The Retained Target Shares will represent 9.9% of the shares of Target Common Stock issued and outstanding immediately prior to the Effective Time.
The termination of any of the Retained Target Founders "without Cause" or by "Constructive Termination" (as defined in the Retention Escrow Agreement) shall not reduce the amount of the Retention Escrow Shares released pursuant to this Section and any such Retained Target Founder shall be considered still employed for purposes of this Section.
The Escrow Agent may resign giving at least thirty (30) days' written notice to the other parties; PROVIDED, HOWEVER that no such resignation shall become effective until the appointment of a successor Escrow Agent which shall be accomplished as follows: Acquirer and the Retained Target Founders shall use their best efforts to agree on a successor Escrow Agent within thirty (30) days after receiving such notice.
During the Term, prior to marketing or otherwise offering for sale, or soliciting any offer to buy, any of the properties described on Schedule E attached hereto or any right, title or interest therein (the “Retained Target Properties”), B&R shall offer to sell the Retained Target Properties to MDA (the “Right of First Offer”) by written notice to MDA containing the Basic Terms (as hereinafter defined) of such proposed sale (the “Offer Notice”).
This Right of First Refusal shall not apply to (i) conveyance of a security interest in the Retained Target Property to a mortgagee or (ii) transfer of the Retained Target Property to (a) a wholly-owned Subsidiary of B&R or (b) a successor to B&R by merger or consolidation of substantially all of the assets or stock of B&R and its Subsidiaries, in any case, provided that such Subsidiary or successor agrees in writing to be bound by the terms hereof.
The maximum working time legally defined in each country will be respected, as will the corresponding agreements.
In the event that Newco Sub elects to exercise the Target Call Option, then such exercise shall be directed to all Covered Investors then owning Retained Target Interests on a pro rata basis.
MDA shall have thirty (30) days after receipt of the Offer Notice to give written notice to B&R of its desire to purchase the applicable Retained Target Property for the Basic Terms stated in the Offer Notice (the “Offer”).
If the parties fail to agree on a successor Escrow Agent within such time, the Escrow Agent may, at the expense of Acquirer and the Retained Target Founders, petition any court of competent jurisdiction for the appointment of a successor Escrow Agent authorized to do business in the State of California and, in such event, shall give written notice to the other parties of such appointment.