Assignment Successors Contract Clauses (569)

Assignment Successors. Neither this Agreement nor any of the rights, interests or obligations hereunder shall (a) be assigned by any of the Stockholders in whole or in part (whether by operation of Law or otherwise) without the prior written consent of Acquiror TSIA and the Company or (b) be assigned by Acquiror TSIA or the Company in whole or in part (whether by operation of law or otherwise) without the prior written consent of (i) the Company or Acquiror, TSIA, respectively, and (ii) the applicable Stockholder.... Any such assignment without such consent shall be null and void. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto Parties and their respective successors and permitted assigns. View More

Assignment Successors. Neither this Agreement nor any of the rights, interests or obligations hereunder shall (a) be assigned by any of the Stockholders Stockholders, in whole or in part (whether by operation of Law or otherwise) otherwise), without the prior written consent of Acquiror and the Company or (b) be assigned by Acquiror or the Company Company, in whole or in part (whether by operation of law or otherwise) otherwise), without the prior written consent of (i) the Company (in the case of an attempted... assignment by Acquiror) or Acquiror, respectively, and (ii) Acquiror (in the applicable Stockholder. case of an attempted assignment by the Company). Any such assignment without such consent shall be null and void. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto Parties and their respective successors and permitted assigns. View More

Assignment Successors. Neither this Agreement nor any of the rights, interests or obligations hereunder shall (a) be assigned by any of the Stockholders Shareholders in whole or in part (whether by operation of Law or otherwise) without the prior written consent of Acquiror and the Company or (b) be assigned by Acquiror or the Company in whole or in part (whether by operation of law or otherwise) without the prior written consent of (i) the Company or Acquiror, respectively, and (ii) the applicable Stockholder. Shareholder. Any such assignment without such consent shall be null and void. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto Parties and their respective successors and permitted assigns. View More

Assignment Successors. 12.1 13.1 Assignment. Any and all assignments of this Agreement or any rights granted hereunder by Licensee without TSRI's prior written consent are void, except Licensee either party may assign this Agreement or rights granted hereunder without the other party's prior written consent of TSRI (i) to an Affiliate of Licensee; the assigning party; or (ii) to a successor in interest to connection with the merger, consolidation or sale of all or substantially all of the its assets of Licensee,... whether by way of a merger, consolidation, sale of assets, sale of stock, or similar transaction. TSRI has the right to assign which this Agreement or the Licensed Patent Rights for monetization purposes or any or all of the payment obligations due to TSRI under this Agreement to any third party without Licensee's prior written consent, provided that Licensee retains all rights set forth in this Agreement and under the license to the Licensed Patent Rights granted herein. 12.2 relates. 13.2 Binding Upon Successors and Assigns. Subject to the limitations on assignment in Section 12.1, herein, this Agreement shall be binding upon and inure to the benefit of any successors in interest and assigns of TSRI and Licensee. Any such successor or assignee of Licensee's interest shall expressly assume in writing the performance of all the terms and conditions of this Agreement to be performed by Licensee and such written assumption shall be delivered to TSRI Any such successor or assignee of TSRI's interest shall expressly assume in writing the performance of all the terms and conditions of this Agreement to be performed by TSRI and such written assumption shall be delivered to Licensee. View More

Assignment Successors. 12.1 13.1 Assignment. Any and all assignments of this Agreement or any rights granted hereunder by Licensee without TSRI's the prior written consent of TSRI are void, except Licensee either party may assign this Agreement or rights granted hereunder without the prior written consent of TSRI the other party (i) to an Affiliate of Licensee; the assigning party, or in the case of TSRI to any entity which directly or indirectly controls, or is controlled by, TSRI (where "control" has the meaning... set forth in Section 1.1 or the ability otherwise to direct the management and policies of TSRI); or (ii) to a successor in interest to all or substantially all of the business or assets of Licensee, the assigning party, whether by way of a merger, consolidation, sale of assets, sale of stock, or similar transaction. Notwithstanding the above, TSRI also has the right to assign this Agreement or the Licensed Patent Rights Technology for monetization purposes or any or all of the payment obligations due to TSRI under this Agreement to any third party Third Party without Licensee's prior written consent, provided that Licensee retains all rights set forth in this Agreement and under the license to the Licensed Patent Rights Technology granted herein. 12.2 13.2 Binding Upon Successors and Assigns. Subject to the limitations on assignment in Section 12.1, herein, this Agreement shall be binding upon and inure to the benefit of any successors 25 in interest and assigns of TSRI and Licensee. Any such successor or assignee of Licensee's interest shall expressly assume in writing the performance of all the terms and conditions of this Agreement to be performed by Licensee and such written assumption shall be delivered to TSRI TSRI. Any such successor or assignee of TSRI's interest shall expressly assume in writing the performance of all the terms and conditions of this Agreement to be performed by TSRI and such written assumption shall be delivered to Licensee. View More

Assignment Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void. void; provided, however, that Parent and Merger Sub may assign, in its sole discretion, any or all of its rights, interests and obligations under this Agreement to Parent... or any of its Affiliates at any time, in which case all references herein to Parent or Merger Sub, as applicable, shall be deemed references to such other Affiliate, except that all representations and warranties made herein with respect to Parent or Merger Sub as of the date of this Agreement shall be deemed to be representations and warranties made with respect to such other Affiliate as of the date of such assignment. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. 10 20. 8 21. Enforcement. The parties agree that irreparable damage would occur in the event that the parties hereto do not perform the provisions of this Agreement in accordance with its terms or otherwise breach such provisions. Accordingly, prior to any termination of this Agreement pursuant to Section 4, the Termination Date, the parties acknowledge and agree that each party shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, provided provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, then in any federal court located in the State of Delaware or any other Delaware state court, this being in addition to any other remedy to which such party is entitled at law or in equity. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security as a prerequisite to obtaining equitable relief. View More

Assignment Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any either party without the prior written consent of the other parties, party, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective... successors and assigns. 10 20. 7 19. Enforcement. The parties agree that irreparable damage would occur in the event that the parties hereto do not perform the material provisions of this Agreement in accordance with its terms or otherwise breach such provisions. Accordingly, prior to any termination of this Agreement pursuant to Section 4, the parties acknowledge and agree that each party shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the Court of Chancery of the State of Delaware courts described in and for New Castle County, Delaware, provided that if jurisdiction is not then available in the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, then in any federal court located in the State of Delaware or any other Delaware state court, Section 18, this being in addition to any other remedy to which such party is entitled at law or in equity. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security as a prerequisite to obtaining equitable relief. View More

Assignment Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may hereunder shall be assigned or delegated, by any of the parties hereto in whole or in part, part (whether by operation of law Law or otherwise, by any party otherwise) without the prior written consent of the other parties, party, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this This Agreement will shall be binding upon, inure... to the benefit of, of and be enforceable by, by the parties hereto and their respective successors and permitted assigns. View More

Assignment Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may hereunder shall be assigned or delegated, in whole or in part, by any of the Parties (whether by operation of law or otherwise, by any party otherwise) without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void. Parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, of and... be enforceable by, by the parties Parties and their respective permitted successors and assigns. View More

Assignment Successors. This Agreement is personal to Consultant and Hirsh, Varner and, as such, may not be assigned by Consultant or Hirsh. Varner. The Company may assign this Agreement without Consultant's consent, including to any affiliate. Subject to the preceding sentences, this Agreement shall apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the Parties.

Assignment Successors. This Agreement is personal to Consultant and Hirsh, and, as such, may not be assigned by Consultant or Hirsh. Consultant. The Company may assign this Agreement without Consultant's consent, including to any affiliate. consent. Subject to the preceding sentences, this Agreement shall apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the Parties.

Assignment Successors. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Any attempted assignment in violation of the terms of this Section 17 18 shall be null and void, ab initio.

Assignment Successors. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties. parties; provided that Sponsor may assign this Agreement without prior written consent of the other parties if such assignment is the result of a Permitted Transfer to an Affiliate of Sponsor. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Any attempted... assignment in violation of the terms of this Section 17 22 shall be null and void, ab initio. View More

Assignment Successors. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto in whole or in part (whether by operation of Law or otherwise) without the prior written consent of the other party, and any such assignment without such consent shall be null and void. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. 12 17. Enforcement. The... parties hereto agree -8- 22. Specific Performance. Each party agrees that irreparable damage for which monetary damages, even if available, may would not be an adequate remedy, would occur in the event that the parties hereto do not perform their respective obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the Stockholder's obligations to vote its Covered Shares as provided in this Agreement) Transactions) in accordance with its specified their specific terms or otherwise breach such provisions. The parties hereto acknowledge and agree It is accordingly agreed that the parties hereto party shall be entitled to an injunction, injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, of this Agreement, in each case, without any requirement for the posting a bond or undertaking and without proof of security, damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief as provided herein when expressly available pursuant to the terms of this Agreement on the basis that (x) either party has the other parties have an adequate remedy at law or (y) an award of specific performance is not an appropriate remedy for any reason at law or equity. View More

Assignment Successors. Neither Other than as provided herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall under this Agreement (including those set forth in Section 2.1(a)) may be assigned by any of the parties hereto or delegated, in whole or in part (whether part, by operation of Law or otherwise) otherwise, by any party hereto without the prior written consent of the other party, parties hereto, and any such assignment without such prior written consent shall be null and... void. This Subject to the preceding sentence, this Agreement shall will be binding upon, inure to the benefit of of, and be enforceable by by, the parties hereto and their respective successors and permitted assigns. 12 17. 19 21. Enforcement. The parties hereto agree that irreparable damage for which monetary damages, even if available, may would not be an adequate remedy, remedy would occur in the event that the parties hereto do not perform the provisions of this Agreement (including the Stockholder's obligations any party hereto failing to vote its Covered Shares as provided take such actions that are required of it hereunder in order to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that (a) the parties hereto shall will be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without any requirement for the posting of security, this being entitled, in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto agrees that it will not oppose the granting of equity, to an injunction, specific performance and other equitable relief as provided herein on to prevent breaches (or threatened breaches) of this Agreement or to enforce specifically the basis terms and provisions hereof, (b) the parties hereto will not assert that (x) either party has a remedy of monetary damages would provide an adequate remedy at law or (y) an award for such breach and (c) the right of specific performance enforcement is not an appropriate remedy for any reason at law integral part of the transactions contemplated hereby and without that right, none of the Company, Parent or equity. the Stockholder would have entered into this Agreement. View More

Assignment Successors. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, however, that no Borrower or any other Loan Party may assign this Agreement or any rights or duties hereunder without Lender's prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lender shall release any Borrower or any other Loan Party from its Obligations. Lender may 45 assign this Agreement and the... other Loan Documents in whole or in part and its rights and duties hereunder or grant participations in the Obligations hereunder and thereunder and no consent or approval by any Borrower or any other Loan Party is required in connection with any such assignment or participation. participation; provided that if Lender assigns all of its rights under this Agreement and no Event of Default has occurred and is continuing at the time of such assignment, Borrowers may terminate this Agreement and repay all of the Obligations without having to pay any early termination, reduction or prepayment fee set forth in Schedule 2.12, as applicable, so long as Borrowers terminate this Agreement and repay the Obligations in full within 90 days after the date that such assignment occurs. View More

Assignment Successors. This Agreement is personal in its nature, nature and neither none of the parties hereto shall, without the consent of the other, others, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that, that the Company may assign this Agreement to, or allow any of its obligations to be fulfilled by, or take actions through, any affiliate of the Company and, in the event of the merger, consolidation, transfer, or sale of all or substantially all of the assets of... the Company (a "Transaction") with or to any other individual or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the 6 benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder, and in the event of any such assignment or Transaction, all references herein to the "Company" shall refer to the Company's assignee or successor hereunder. View More

Assignment Successors. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto in whole or in part (whether by operation of Law or otherwise) without the prior written consent of the other party, and any such assignment without such consent shall be null and void. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. 6 10 17. Enforcement. The... rights and remedies of the parties shall be cumulative with and not exclusive of any other remedy conferred hereby. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, including the Stockholder's obligations to vote its Covered Shares as provided in this Agreement, in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any state or federal court located in the State of Delaware, without proof of actual damages or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties (i) consents to submit itself, and hereby submits itself, to the personal jurisdiction of the Court of Chancery of the State of Delaware and any federal court located in the State of Delaware, or, if neither of such courts has subject matter jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and agrees not to plead or claim any objection to the laying of venue in any such court or that any judicial proceeding in any such court has been brought in an inconvenient forum, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware and any federal court located in the State of Delaware, or, if neither of such courts has subject matter jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, and (iv) consents to service of process being made through the notice procedures set forth in Section 11. View More