Common use of Amendment or Modification; Assignment; Change of Control Clause in Contracts

Amendment or Modification; Assignment; Change of Control. This Agreement may not be modified in any manner, except by a writing signed by a duly authorized officer of each Party. Neither Party may assign or transfer this Agreement, nor its rights or obligations under this Agreement, whether expressly, by operation of law, or otherwise to any person or entity without the prior written consent of the other Party (in the exercise of its discretion), except that consent from Licensee is not required in connection with any merger or sale of Licensor’s assets or business related to this Agreement if the successor-in-interest or transferee assumes in writing Licensor’s rights and obligations under this Agreement. Any unauthorized transfer or assignment is null and void. In the event that more than fifty percent (50%) of the outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) or assets of Licensee Corporation hereafter becomes owned or controlled by a third party, Licensee Corporation shall promptly give notice of such acquisition to Licensor. Unless Licensor provides written consent (in the exercise of its discretion) to such change in control, all rights and licenses granted to Licensee together with any sublicenses theretofore granted by Licensor shall terminate thirty (30) days after the date of such acquisition.

Amendment or Modification; Assignment; Change of Control. This Agreement may not be modified in any manner, except by a writing signed by a duly authorized officer of each Party. Neither Party may assign or transfer this Agreement, nor its rights or obligations under this Agreement, whether expressly, by operation of law, or otherwise to any person or entity without the prior written consent of the other Party (in the exercise of its discretion), except that consent from Licensee KPENV is not required in connection with any merger or sale of LicensorInterTrust’s assets or business related to this Agreement if the successor-in-interest or transferee assumes in writing LicensorInterTrust’s rights and obligations under this Agreement. Any unauthorized transfer or assignment is null and void. In the event that more than fifty percent (50%) of the outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) or assets of Licensee KPENV Corporation hereafter becomes owned or controlled by a third party, Licensee KPENV Corporation shall promptly give notice of such acquisition to LicensorInterTrust. Unless Licensor InterTrust provides written consent (in the exercise of its discretion) to such change in control, all rights and licenses granted to Licensee KPENV together with any sublicenses theretofore granted by Licensor InterTrust shall terminate thirty (30) days after the date of such acquisition.