Assignability; Change of Control. This Agreement shall inure to the benefit of, and be binding upon and assignable to, successors of the Company by way of merger, reorganization, consolidation or other sale. In addition, if the Company sells all or substantially all of its assets, the Company will cause this Agreement to be assumed by the buyer and if the buyer does not assume this Agreement, such non- assumption shall be treated as a material breach under Section 6(f). This Agreement may not be assigned by the Employee. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in the event of (a) the sale of all or substantially all of the assets of the Company and its Subsidiaries to another person or entity; (b) a merger, reorganization or consolidation in which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction; (c) the sale of all or substantially all of the outstanding stock of the Company to an unrelated person or entity in which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction; or (d) any other transaction or series of transactions where the owners of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction (collectively, a "Change of Control"), if, and within the 18 months thereafter, the Company terminates the Employee's employment pursuant to Section 6(e) or the Employee terminates his employment pursuant to Section 6(f), including for Good Reason (as hereinafter defined), the Employee shall receive severance of two years Base Salary rather than one year, payable through the second anniversary of such termination, in addition to the bonus payment contemplated by Section 6(e). For purposes of this Agreement, "
Assignability; Change of Control. (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party hereto. Notwithstanding the foregoing but subject to Section 9.13(b), no such consent shall be required for the assignment of a Party’s rights and obligations under this Agreement, the Separation Agreement and the other Ancillary Agreements (except as may be otherwise provided in any such other Ancillary Agreement) in whole (i.e., the assignment of a party’s rights and obligations under this Agreement, the Separation Agreement and all other Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.
(b) To the extent legally permissible, Enhabit shall notify Encompass in writing at least ninety (90) calendar days prior to the completion of any Enhabit Change of Control. In the event of an Enhabit Change of Control, notwithstanding anything to the contrary herein, Encompass shall be entitled to terminate this Agreement, in whole or in part, without any penalty, liability or further obligation with thirty (30) calendar days’ prior written notice to Enhabit.
Assignability; Change of Control a. This Agreement shall not be assignable by either party without the written consent of the other party hereto, except that either party may assign this Agreement to an affiliate company, its financial institution as collateral security for money borrowed, or to any successor in the event of a merger, consolidation, reorganization or the sale of all or substantially all of its assets.
b. For the avoidance of doubt, Customer’s obligations hereunder shall not terminate if Green Plains Inc. ceases to control the general partner of Green Plains Partners LP.
Assignability; Change of Control. (a) The rights, benefits and obligations of each Party under (or relating to) this Agreement (including any licenses or sublicenses granted pursuant to this Agreement) are personal to such Party. A Party may not assign (including in a bankruptcy or similar proceeding) or assume in a bankruptcy or similar proceeding this Agreement or any rights, benefits or obligations under or relating to this Agreement, in each case whether by operation of law or otherwise, without the other Party’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed); provided that a Party may, with notice to the other Party but without the consent of the other Party, assign or transfer its rights and obligations under this Agreement in whole or in part to one or more of its Affiliates; provided that no such assignment by a Party to an Affiliate shall release such Party from its obligations under this Agreement. In the event of a permitted assignment, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and permitted assigns. Any attempted assignment that contravenes the terms of this Agreement shall be void ab initio and of no force or effect.
(b) In the event of a Change of Control of either Party (the “Acquired Party”) the licenses set forth herein shall survive and shall be enforceable by the acquiring or surviving party, but the definition of “SpinCo Licensed Products” or “Parent Licensed Products” (as the case may be, i.e., SpinCo Licensed Products if SpinCo is the Acquired Party, Parent Licensed Products if Parent is the Acquired Party) shall thereafter be limited, with respect to the Acquired Party (but, for clarity, not the other Party), to only those products which such Acquired Party had made generally commercially available prior to the effective date of the Change of Control (“Existing Products”) and Derivative Products of such Existing Products. For the avoidance of doubt: (i) the Existing Products of the Acquired Party (i.e., SpinCo Licensed Products or Parent Licensed Product, as applicable) will not include any products made available by the acquirer or any of its Affiliates prior to the Change in Control or any Derivative Products of such products; (ii) the Intellectual Property of the acquiring party shall not be included in the licensed Intellectual Property of the Acquired Party (i.e., the Licensed SpinCo IP or Licensed Parent IP) and therefore shall not be subject ...
Assignability; Change of Control. Licensee will notify XXXX in writing at least thirty (30) days in advance of any Change of Control Event and, with respect to a transfer to any non-Affiliate, pay to XXXX a fee of (****) dollars ($(****)) to allow the transfer of the license granted herein to that non-Affiliate to whom control has been transferred, within thirty (30) days after the occurrence of such event. In the event of any assignment Licensee shall nevertheless remain liable for all of its obligations, and those of any such assignee, to XXXX hereunder.
Assignability; Change of Control. (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns (including, for clarity, AmalCo and the Resulting Entity); provided that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party hereto. Notwithstanding the foregoing but subject to Section 9.13(b), no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement, the Separation Agreement and the other Ancillary Agreements (except as may be otherwise provided in any such other Ancillary Agreement) in whole (i.e., the assignment of a party’s rights and obligations under this Agreement, the Separation Agreement and all other Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.
(b) To the extent legally permissible, SpinCo shall notify Parent in writing at least ninety (90) calendar days prior to the completion of any SpinCo Change of Control. In the event of a SpinCo Change of Control, notwithstanding anything to the contrary herein, Parent shall be entitled to terminate this Agreement, in whole or in part, without any penalty, liability or further obligation with forty-five (45) calendar days’ prior written notice to SpinCo.
Assignability; Change of Control. This Agreement shall inure to the benefit of, and be binding upon and assignable to, successors of the Company by way of merger, reorganization, consolidation or other sale. In addition, if the Company sells all or substantially all of its assets, the Company will cause this Agreement to be assumed by the buyer and if the buyer does not assume this Agreement, such non- assumption shall be treated as a material breach under Section 6(f). This Agreement may
Assignability; Change of Control. This Agreement and each and every covenant, term and condition hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Except as provided in Sections 13.2, 13.3 and 13.5, neither this Agreement nor any rights or obligations hereunder may be assigned, delegated or transferred, directly or indirectly, by a Party to any Third Party without the prior written consent of the other Party; provided, however, that each Party shall have the right to assign this Agreement and all of its rights and obligations hereunder to one (but not more than one) of its Affiliates prior to the Closing; provided further (a) that the assigning Party shall give advance notice of such assignment to other Party in writing; and (b) the assigning Party shall remain liable to the other Party, on a joint and several basis with the assignee, for full performance of its obligations and covenants under this Agreement. A Change of Control of either Party shall require the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.
Assignability; Change of Control. Licensee may not assign or transfer this Agreement, nor any of the rights granted herein, except pursuant to a Change of Control Event, without the prior written consent of XXXX. Licensee shall notify XXXX in writing promptly in the event of any Change of Control Event and, with respect to a transfer to or merger with any non-Affiliate that does not have a license from XXXX to the Base Licensed Patents having equal to or greater than 500 employees, pay to XXXX a fee of $300,000 to allow the transfer of the license granted herein to that non-Affiliate to whom control has been transferred.
Assignability; Change of Control. In the event that the Company (or -------------------------------- any entity resulting from any merger or consolidation referred to in this Section or which shall be a purchaser or transferee so referred to), shall at any time be merged or consolidated into or with any other entity or entities, or in the event that substantially all of the assets of the Company or any such entity shall directly or indirectly, be sold or otherwise be transferred to another person or entity, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the continuing entity or the entity resulting from such merger or consolidation or the entity to which such assets shall be sold or transferred.
