AMEND SECTION 4 Sample Clauses

AMEND SECTION 4. 2 [Pro Rata Treatment of Lenders], Section 9.3 [Exculpatory Provisions, Etc.] or Section 4.3 [Sharing of Payments by Lenders] or this Section 10.1, alter any provision regarding the pro rata treatment of the Lenders or requiring all Lenders to authorize the taking of any action or reduce any percentage specified in the definition of Required Lenders, in each case without the consent of all of the Complying Lenders; provided that no agreement, waiver or consent which would modify the interests, rights or obligations of the Administrative Agent or the Issuing Lender without the written consent of such Administrative Agent or Issuing Lender, as applicable, and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in subsections (a) through (d) above, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 4.6(b) [Replacement of a Lender].
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AMEND SECTION 4. 1. Section 4.1 of the Agreement is hereby amended to delete subsection (b) in its entirety and replace it with the following: "(b) Within forty-five (45) days after December 31, 2003, Lilly will pay SGX a non-refundable research fee of $[...***...], provided that SGX has met the FTE commitment set forth in Section 2.1 for the period from March 26, 2003 to December 31, 2003."
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AMEND SECTION 4. 1. Section 4.1 of the Agreement is hereby amended to delete subsection (c) in its entirety and replace it with the following: "(c) (i) Within forty-five (45) days after the Amendment Effective Date, Lilly will pay SGX a non-refundable research fee of $2,500,000, provided however, that SGX has committed a total of [...***...] ([...***...]) [...***...] to the Research Collaboration during the period between March 26, 2003 and the Amendment Effective Date; and (ii) within forty-five (45) days after the second anniversary of the Effective Date, Lilly will pay SGX a non-refundable research fee of $1,500,000, provided however, that SGX has committed a total of [...***...] ([...***...]) [...***...] to the Research Collaboration during the period between March 26, 2003 and the second anniversary of the Effective Date. If SGX has not honored such [...***...] ([...***...]) [...***...] commitment, then Lilly will pay SGX a pro-rated amount under sub-paragraph (ii) above, proportionate with the amount of FTEs that have actually been used as long as the total number of FTEs committed by SGX during the period between March 26, 2003 and the second anniversary of the Effective Date exceeds [...***...]."
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AMEND SECTION 4. 1. Section 4.1 of the Agreement is hereby amended by:
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AMEND SECTION 4. 8. Section 4.8 of the Agreement is hereby deleted in its entirety and replaced with the following: "Notwithstanding anything to the contrary in this Agreement, (a) from and after August 19, 2005, the Collaboration shall not include any research activities which may be conducted by SGX on Serono Target [...***...]; (b) from and after August 19, 2005, SGX shall have no obligation to conduct any research activities on [...***...]; and (c) Patents or Know How which have been or may be generated by SGX with respect to [...***...] from and after August 19, 2005 shall not be considered Collaboration Technology or SGX Background Technology, except as provided in this Section 4.8, but shall be Confidential Information of SGX. In the event that SGX determines an Initial Structure of [...***...] prior to the end of the Term of the Collaboration, SGX shall notify Serono of such determination and if Serono notifies SGX in writing of its desire to obtain a license to such structure within 90 (ninety) days upon receipt of the notification : (i) Serono shall pay SGX a milestone payment in accordance with Section 3.2(a) for such Initial Structure and to obtain the license to such Initial Structure under Section 4.1(c); and (ii) upon payment of such milestone, Patents and Know How ***CONFIDENTIAL TREATMENT REQUESTED developed by SGX covering such Initial Structure shall be considered Collaboration Technology solely for the purposes of Sections 2.3, 4.1(c), 4.1(d) (as it applies to such Initial Structure), 5, 6, 7 and 8, and SGX shall provide Serono with reasonable quantities of SGX Materials embodying such Initial Structure in accordance with Section 2.3.."
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AMEND SECTION 4 
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Related to AMEND SECTION 4

  • and Section 3 11. Subject to the foregoing, the Manager may cause the Company to issue additional Common Units authorized under this Agreement at such times and upon such terms as the Manager shall determine and the Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member.

  • and Section 2 8. The determination by the applicable Lender of the amount of any such loss, cost or expense shall be conclusive absent manifest error.

  • and Section 6 4 of the Warrant Agreement. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 6.2 of the Warrant Agreement. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of , whose address is and that such Warrant Certificate be delivered to , whose address is . [Signature Page Follows] Date: , 20 (Signature) (Address) (Tax Identification Number)

  • and Section 7 4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to the nearest whole number, the number of shares of Common Stock to be issued to such holder.

  • Articles and Sections This Agreement, for convenience only, has been divided into Articles and Sections; and it is understood that the rights and other legal relations of the parties hereto shall be determined from this instrument as an entirety and without regard to the aforesaid division into Articles and Sections and without regard to headings prefixed to such Articles or Sections.

  • Headings and Sections The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof. Unless the context requires otherwise, all references in this Agreement to Sections or Articles shall be deemed to mean and refer to Sections or Articles of this Agreement.

  • Captions; Articles and Sections The captions contained in this Agreement are for reference purposes only and are not part of this Agreement. Unless otherwise indicated, all references to particular Articles or Sections shall mean and refer to the referenced Articles and Sections of this Agreement.

  • Headings and Section References The headings used in this Agreement are intended for convenience or reference only and will not in any manner amplify, limit, modify or otherwise be used in the construction or interpretation of any provision of this Agreement. All section references are to sections of this Agreement, unless otherwise noted.

  • Gender, Parts, Articles and Sections Whenever the context requires, the gender of all words used in this Agreement shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural. All references to Article numbers and Section numbers refer to Articles and Sections of this Agreement.

  • Captions and Section Numbers The captions, section numbers, and article numbers appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such sections or articles of this Lease nor in any way affect this Lease.

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