Common use of Assignability; No Third Party Beneficiaries Clause in Contracts

Assignability; No Third Party Beneficiaries. 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 permitted assigns; provided, however, that (a) neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by the Company, in whole or in part, by operation of law or otherwise, without the prior written consent of Marvell, (b) neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by Marvell, HoldCo, Bermuda Merger Sub or Delaware Merger Sub, in whole or in part, by operation of law or otherwise, without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), and (c) any attempted assignment or delegation of this Agreement or any of such rights, interests or obligations in violation of clause “(a)” or clause “(b)” above shall be void and of no effect. This Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto, except (i) that the Indemnified Persons shall be third-party beneficiaries of Section 5.8, (ii) the Financing Sources and the Financing Source Related Parties shall be third-party beneficiaries of the last sentence of Section 9.1, Sections 9.5(b) and 9.5(c), this sentence and the last sentence of Section 9.11 and (iii) the Company shall have the right (which right is hereby acknowledged by Marvell, HoldCo, Delaware Merger Sub and Bermuda Merger Sub) to pursue claims for damages (including claims for damages based on loss of the economic benefit of the Delaware Merger to the Company’s stockholders) on behalf of its stockholders in the event Marvell, HoldCo, Delaware Merger Sub or Bermuda Merger Sub commits fraud or any knowing and intentional breach of its covenants set forth in this Agreement, which rights shall be enforceable on behalf of the Company’s stockholders only by the Company, in its sole and absolute discretion through actions approved by the board of directors of the Company.

Assignability; No Third Party Beneficiaries. 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 permitted assigns; provided, however, that (a) neither Subject to the other provisions of this Section 10.08, this Agreement nor any of the rights, interests or obligations hereunder may shall not be assigned or delegated by the Company, in whole or in part, by operation of law or otherwise, without the prior written consent of Marvell, (b) neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by Marvell, HoldCo, Bermuda Merger Sub or Delaware Merger Sub, in whole or in part, by operation of law or otherwise, Party without the prior written consent of the Company other Parties. (which consent b) In the event Xxxxx Group sells a Cowen Subsidiary or all or part of the Cowen Business (in each case, a “Cowen Divested Unit”) to a Third Party, SG shall not remain obligated to continue to provide SG Services to such Cowen Divested Unit (or such Third Party acquirer) pursuant to the terms of this Agreement, unless otherwise agreed upon by the Parties. In the event SG sells a SG Subsidiary or all or part of the SG Business (in each case, a “SG Divested Unit”) to a Third Party, Xxxxx Group shall not remain obligated to continue to provide Cowen Services to such SG Divested Unit (or such Third Party acquirer) pursuant to the terms of this Agreement, unless otherwise agreed upon by the Parties. (c) In the event Xxxxx Group acquires a business or portion thereof by merger, stock purchase, asset purchase or other means (a “Cowen Acquired Business”), then SG and the SG Subsidiaries shall not be unreasonably withheldobligated to provide the SG Services to such Cowen Acquired Business pursuant to the terms of this Agreement, delayed unless otherwise agreed upon by the Parties. In the event SG or conditionedany SG Subsidiary acquires a business or portion thereof by merger, stock purchase, asset purchase or other means (an “SG Acquired Business”), then Xxxxx Inc. and (c) any attempted assignment or delegation of this Agreement or any of such rights, interests or obligations in violation of clause “(a)” or clause “(b)” above shall be void and of no effect. This Agreement is not intended, and the Xxxxx Inc. Subsidiaries shall not be deemedobligated to provide the Cowen Services to such SG Acquired Business pursuant to the terms of this Agreement, unless otherwise agreed upon by the Parties. (d) Except as provided in Article VII with respect to confer any rights or remedies upon any Person other than the parties hereto Provider Indemnified Parties and their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto, except (i) that the Recipient Indemnified Persons shall be third-party beneficiaries of Section 5.8, (ii) the Financing Sources and the Financing Source Related Parties shall be third-party beneficiaries of the last sentence of Section 9.1, Sections 9.5(b) and 9.5(c)Parties, this sentence and Agreement is for the last sentence of Section 9.11 and (iii) the Company shall have the right (which right is hereby acknowledged by Marvell, HoldCo, Delaware Merger Sub and Bermuda Merger Sub) to pursue claims for damages (including claims for damages based on loss of the economic sole benefit of the Delaware Merger Parties to the Company’s stockholders) on behalf of its stockholders in the event Marvell, HoldCo, Delaware Merger Sub or Bermuda Merger Sub commits fraud or any knowing this Agreement and intentional breach of its covenants set forth their permitted successors and assigns and nothing in this Agreement, which rights express or implied, is intended to or shall be enforceable on behalf confer upon any other Person any legal or equitable right, benefit or remedy of the Company’s stockholders only any nature whatsoever under or by the Company, in its sole and absolute discretion through actions approved by the board reason of directors of the Companythis Agreement.

Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto Parties and their respective successors and permitted assigns; provided, however, that (a) neither this Agreement nor . The Company may not assign any of the rights, interests its rights or obligations hereunder may be assigned or delegated by the Company, in whole or in part, by operation of law or otherwise, without the prior written consent of Marvell, (b) neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by Marvell, HoldCo, Bermuda Merger Sub or Delaware Merger Sub, in whole or in part, by operation of law or otherwise, without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned)Holders, and (c) any attempted assignment or delegation of this Agreement or any of such rights, interests rights or obligations in violation of clause “(a)” or clause “(b)” above by the Company without Holders’ prior written consent shall be void and of no effect. This Holders may assign their rights under this Agreement is not intended, and shall not be deemed, to confer any rights other Person without the prior written consent of the Company or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto, except Person; provided that (i) that the Indemnified Persons Holder shall be third-party beneficiaries have complied with the provisions of Section 5.86 of the Milestone Certificate and Section 7(g)(ii) hereof, (ii) any such transferee Person shall make the Financing Sources representations and the Financing Source Related Parties shall be third-party beneficiaries of the last sentence of Section 9.1, Sections 9.5(b) and 9.5(c), this sentence and the last sentence of Section 9.11 and (iii) the Company shall have the right (which right is hereby acknowledged by Marvell, HoldCo, Delaware Merger Sub and Bermuda Merger Sub) agree to pursue claims for damages (including claims for damages based on loss of the economic benefit of the Delaware Merger to the Company’s stockholders) on behalf of its stockholders in the event Marvell, HoldCo, Delaware Merger Sub or Bermuda Merger Sub commits fraud or any knowing and intentional breach of its covenants set forth in this AgreementSection 6, which rights (iii) except in the case of any assignment or transfer pursuant to an effective registration statement covering the resale of the Milestone Rights or pursuant to Rule 144, the Holder shall deliver to the Company a legal opinion reasonably acceptable to the Company, (iv) in the case of a transfer to a Foreign Person, such Foreign Person shall have provided to the Company the documentation required pursuant to Section 3(c); and (v) unless an Event of Default shall have occurred and is continuing, no assignment shall be enforceable on behalf permitted to any (A) Major Pharmaceutical Company and any (B) entity principally engaged in the business of selling insulin or insulin delivery products (an “Applicable Entity”); provided, however, that (i) entities that own, directly or indirectly, equity interests in an Applicable Entity as part of a brokerage, insurance business, pension fund (or other benefit fund), investment banking, investment management, investment advisory, lobbying, or publishing business, or (ii) any non-profit research or non-profit enterprise, shall not constitute an Applicable Entity. Notwithstanding the foregoing, nothing in this Section 7(h) shall be deemed to limit or otherwise restrict a merger, consolidation, reorganization or sale of all or substantially all assets of the Company provided that the successor to the Company’s stockholders only by , if not the Company, in its sole and absolute discretion through actions approved by such merger, consolidation or reorganization, or sale of all or substantially all assets (other than any such sale to a Wholly-Owned Subsidiary (as defined in the board of directors Facility Agreement)) assumes all of the Companyobligations of the Company under this Agreement and in respect of the Milestone Rights. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the Company and the Holders) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. For avoidance of doubt, in the event a Holder notifies the Company that a sale or transfer of Milestone Rights is a so called “4(1) and half” transaction, the parties hereto agree that a legal opinion from outside counsel for the Holder delivered to counsel for the Company substantially in the form attached hereto as Exhibit C shall be the only requirement to satisfy an exemption from registration under the Securities Act to effectuate such “4(1) and half” transaction.