Effect of Transfer. If Landlord consents to a Transfer: # the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; # such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; # Tenant shall deliver to Landlord, promptly after execution, an original executed copy of the sublease or assignment document; and # no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from liability under this Lease. Subject to executing Tenant’s standard confidentiality agreement, Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer Premium, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency and Landlord’s costs of such audit.
Effect of Transfer. If Landlord consents to a Transfer and does not elect to recapture as provided in [section 21.7], the following conditions shall apply:
Transfer. If any Series B Preferred Shares are to be transferred, the applicable Holder shall surrender the applicable Series B Preferred Share Certificate to the Company (or, if the Series B Preferred Shares are held in Book-Entry form, a written instruction letter to the Company), whereupon the Company will forthwith issue and deliver upon the order of such Holder a new Series B Preferred Share Certificate (in accordance with Section 17(d)) (or evidence of the transfer of such Book-Entry), registered as such Holder may request, representing the outstanding number of Series B Preferred Shares being transferred by such Holder and, if less than the entire outstanding number of Series B Preferred Shares is being transferred, a new Series B Preferred Share Certificate (in accordance with Section 17(d)) to such Holder representing the outstanding number of Series B Preferred Shares not being transferred (or evidence of such remaining Series B Preferred Shares in a Book-Entry for such Holder). Such Holder and any assignee, by acceptance of the Series B Preferred Share Certificate or evidence of Book-Entry issuance, as applicable, acknowledge and agree that, by reason of the provisions of Section 4(c)(i) following conversion or redemption of any of the Series B Preferred Shares, the outstanding number of Series B Preferred Shares represented by the Series B Preferred Shares may be less than the number of Series B Preferred Shares stated on the face of the Series B Preferred Shares.
Transfer. From the date hereof until the IPO Time, no Party hereto shall sell, transfer, distribute, assign, pledge or otherwise, directly or indirectly, dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in such Party’s Common Stock or other equity securities without the prior written consent of the Company.
Transfer. On the terms and conditions set forth in the Summary of Stock Grant and this Agreement, the Company agrees to transfer to the Transferee the number of Shares set forth in the Summary of Stock Grant. The transfer shall occur at the offices of the Company on the date of transfer set forth in the Summary of Stock Grant or at such other place and time as the parties may agree.
TRANSFER. Subject to compliance with applicable federal and state securities laws, this Warrant and the Warrant Shares may not be offered for sale, sold, transferred, pledged or assigned without the consent of the Company.
TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.
Transfer. , BMS may provide to MTEM certain materials Controlled by BMS for use by MTEM in furtherance of the Research Program, including (collectively, the “Transferred BMS Materials”). For clarity, whether BMS provides any Transferred BMS Materials to MTEM shall be in the sole discretion of . Such written agreement between BMS and MTEM shall specify the agreed upon Transferred BMS Materials, the agreed upon reasonable quantities thereof, and the purposes for which the parties agree that MTEM would use such Transferred BMS Materials. If BMS decides to provide any such requested Transferred BMS Materials, BMS shall transfer the agreed-upon Transferred BMS Materials to MTEM after such agreement (the “Permitted MTEM Purposes”). Transfers of such Transferred BMS Materials by BMS to MTEM shall be documented in writing, and shall set forth the type and name of the Transferred BMS Materials, the amount of the Transferred BMS Materials transferred and the date of the transfer of such Transferred BMS Materials. MTEM shall only use the Transferred BMS Materials for the Permitted MTEM Purposes and MTEM agrees that such Transferred BMS Materials shall be used in compliance with Applicable Law and the terms and conditions of this Agreement. Without limiting the foregoing, MTEM shall not # seek or obtain Patent or other intellectual property protection on any Transferred BMS Materials or Transferred BMS Materials IP, # attempt to reverse engineer, synthesize, sequence or design around any Transferred BMS Materials, or # generate any progeny, mutants, derivatives, modifications, improvements, analogs or variants of any Transferred BMS Materials or combine or incorporate any of the
Transfer. Roche shall provide Poseida with Materials, if any, as specified to be provided by Roche in the Tier 1 Development Plan, Tier 1 Process Development Plan, Initial Collaboration Research Plan, the Additional Collaboration Research Plan, a Collaboration Research Plan, or an Early Development Collaboration Plan or as agreed by Roche for Poseida’s use thereunder through the JRT, JDT, or JMT, as applicable (collectively, the “Roche Materials”).
Transfer. Subject to Executive’s compliance with the terms of the Agreement and this Amendment, effective as of 12:01 a.m. Pacific time on January 1, 2020 (the “Effective Time”): # Company shall transfer to Executive or an entity designated by Executive (in either case, “Buyer”), and Executive shall cause Buyer to accept, all of the assets of Company listed on [Exhibit A] hereto and no others (the “Assets”), free and clear of all liens; and # Executive may choose, in his sole discretion, to accept assignment from the Company of any of the liabilities and obligations of the Company listed on [Exhibit B] hereto and no others (the “Potentially Assumed Liabilities”) by providing written notice to the Company on or by 5:00 p.m. on November 29, 2019 of those liabilities and obligations of the Company to be assumed by Executive. For clarity, the Surviving Provisions shall continue in full force and effect after the Effective Time.
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