Target M&A definition
Examples of Target M&A in a sentence
If such submission cannot be made in a Registered Country by the applicable Target MA Submission Date, the JTT shall, within […***…] of becoming aware of the situation, meet and discuss in good faith and agree to the next steps to ensure that such documentation is submitted in such Registered Country as promptly as possible thereafter; provided that the applicable MAH shall make the submission no later than […***…].
All outstanding Target Ordinary Shares and Target Series A Preferred Shares are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Target M&A or any agreement to which Target is a party or by which it is bound.
The affirmative vote of the holders of a majority of the shares of Target's Ordinary Shares and holders of a majority of the shares of Target's Series A Preferred Shares outstanding on the record date for the written consent of shareholders relating to this Agreement is the only vote of the holders of any of Target's Equity Interest necessary under British Virgin Islands Law and the Target M&A to approve this Agreement and the transactions contemplated hereby.
If any amount of the Interim Facility B Upfront Fee is paid, then any amount of the Facility B Upfront Fee (or in respect, of any Target M&A Commitments, the Target M&A Fee) that subsequently becomes payable in accordance with this letter shall be reduced by the amount of the Interim Facility B Upfront Fee already paid under the terms of this letter.
A Director of Target shall deliver to Buyer at Closing a certificate (i) certifying the Target M&A, (ii) certifying the register of members of Target and attaché the register of members as certified by Target's registered agent, (iii) certifying resolutions of the Board of Directors of Target and (iv) certifying the Target Shareholders evidencing approval of this Agreement and the Transaction.
At the applicable time in light of the Target MA Submission Date, the Parties shall prepare and, in accordance with Applicable Law and on or prior to the applicable Target MA Submission Date, Gilead MAH or Galapagos MAH shall submit to the applicable Regulatory Authority all documentation necessary to apply for or register the transfer of the Marketing Authorization or Marketing Authorization application in each Registered Country to the applicable Galapagos MAH.
Target has taken all action so that the entering into this Agreement and the consummation of the Transaction and the other transactions contemplated by this Agreement do not and will not result in the grant of any rights to any Person under the Target M&A or restrict or impair the ability of Buyer to vote, or otherwise to exercise the rights of a shareholder with respect to, the Target Equity Interests that may be directly or indirectly acquired or controlled by them.
For the avoidance of doubt, there shall be no double-counting of the fees payable in connection with Interim Facility B (as defined in the Interim Facility Agreement), on the one hand, and the fees payable in connection with Facility B or the Target M&A Commitments, on the other.