Assignability Contract Clauses (3,060)

Assignability. The Associate may not assign his interest in or delegate his duties under this Agreement. The rights and obligations of the Company hereunder may be assigned only by operation of law in connection with a merger in which the Company is not the surviving corporation or in connection with the sale of substantially all of the assets of the Company; and in the latter event, such assignment shall not relieve the Company of its obligations hereunder. 15 21. Binding Effect. This Agreement shall be... binding upon and inure to the benefit of the Company, its successors and assigns. View More

Assignability. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company. This Agreement may not be assigned or alienated by the Consultant without the prior written consent of the other party Company and any attempt to do so shall be void.

Assignability. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a party's rights or obligations hereunder may be assigned or delegated by such party without the prior written consent of the other parties hereto, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such party without the... other party's prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 6 18. No Waivers. No waivers of any breach of this Agreement extended by the Company or Phoenix Zalicus to Stockholder shall be construed as a waiver of any rights or remedies of the Company or Phoenix, Zalicus, as applicable, with respect to any other stockholder of the Company Zalicus who has executed an agreement substantially in the form of this Agreement with respect to Shares held or subsequently held by such stockholder or with respect to any subsequent breach of the Stockholder or any other such stockholder of the Company. Zalicus. No waiver of any provisions hereof by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. View More

Assignability. This Subscription Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Purchaser and the transfer or assignment of the Subscribed Shares, the Warrants, or the Warrant Shares shall be made only in accordance with all applicable laws. Any purported transfer or assignment in violation of this Section 12 shall be null and void; provided, however, that Purchaser's heirs, executors, administrators, successors, legal representatives and permitted... assigns may elect to assume the rights of the Purchaser hereunder, as set forth in Section 9 above. 10 13. Applicable Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts to be wholly performed within said State. View More

Assignability. Neither this Letter Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by either the Company or the Investor without the prior written consent of the other party; provided, that the Investor may assign any of his rights hereunder to any trust which the Investor may establish for the purpose of holding equity securities of the Company. 7 15. Waiver of Jury Trial. THE INVESTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY... WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS LETTER AGREEMENT. View More

Assignability. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company, provided that such successor or assign shall acquire all or substantially all of the securities or assets and business of the Company. The Executive's obligations hereunder This Agreement may not be assigned or alienated without the prior written consent of the other party and any attempt to do so by the Executive will shall be void. 14 15. 4 11. Severability. (a) The Executive expressly agrees that the character, duration and geographical scope of the non-competition provisions set forth in this Agreement are reasonable in light of the circumstances as they exist on the date hereof. Should a decision, however, be made at a later date by a court of competent jurisdiction that the character, duration or geographical scope of such provisions is unreasonable, then it is the intention and the agreement of the Executive and the Company that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the Executive's conduct that are reasonable in the light of the circumstances and as are necessary to assure to the Company the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because taken together they are more extensive than necessary to assure to the Company the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement. (b) If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other. The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included. If any restriction set forth in this Agreement is deemed unreasonable in scope, it is the parties' intent that it shall be construed in such a manner as to impose only those restrictions that are reasonable in light of the circumstances and as are necessary to assure the Company the benefits of this Agreement. View More

Assignability. This Agreement Modification shall not be assignable by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

Assignability. The rights and benefits under this Agreement are personal to the Executive and such rights and benefits shall not be subject to assignment, alienation or transfer, except to the extent such rights and benefits are lawfully available to the estate or beneficiaries of the Executive upon death. The Company may assign this Agreement to any parent, affiliate or subsidiary and shall require or any entity which at any time becomes a successor whether by merger, purchase, or otherwise acquires all or... substantially all of the assets, stock or business of the Company, to expressly assume this Agreement. Company. View More

Assignability. This Agreement, and any obligation or benefit arising hereunder, will not be assignable by either Party to any third party without the prior written consent of the other Party, such consent not to be unreasonably 4 withheld, conditioned or delayed. Notwithstanding the foregoing, each Party shall have the right, without the other Party's prior written consent, to assign this Agreement to a third party who acquires all or substantially all of the business or assets of such Party to which this... Agreement relates, whether by merger, sale of stock, sale of assets or other similar transaction. 5 16.2. 18.2. No permitted assignment of this Agreement will be valid and effective unless and until the assignee agrees in writing to be bound by the provisions of this Agreement. Any other attempt to transfer or assign will be void. 16.3. 18.3. The terms and conditions of this Agreement will be binding on and inure to the benefit of the permitted successors and assigns of the Parties unless otherwise specified herein. 16.4. 18.4. Upon a permitted assignment of this Agreement by a Party, all references herein to such Party will be deemed a reference to the assignee. View More

Assignability. The Restricted Performance-based Stock Units, including any interest therein, shall not be transferable or assignable, except by the Participant's will or by the laws of descent and distribution.