Common use of Assignment and Delegation Successors and Assigns Clause in Contracts

Assignment and Delegation Successors and Assigns. (i) Prohibition Against Assignment or Delegation. Except as -------------------------------------------- specifically provided in this Agreement, neither party may sell, license, transfer or assign (whether direct or indirect, merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests or delegate such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary or any Affiliate, without the prior written consent of the other party, which consent may be withheld in such other party's sole discretion, provided, however: (A) Subject to clauses (B) and (C) below, the Company may, ----------- --- with the prior written consent of the Executive, which consent the Executive shall not unreasonably withhold, assign all of the rights and delegate all of the obligations of the Company under this Agreement to any other Person in connection with the transfer or sale of the entire business of the Company (including its Subsidiaries and its interests in its joint ventures), or the merger or consolidation of the Company with or into any other Person, so long as such transferee, purchaser or surviving Person shall expressly assumes such obligations of the Company; (B) Notwithstanding clause (A) above to the contrary, no ---------- assignment or transfer under clause (A) may be effectuated unless the proposed ---------- transferee or assignee first executes such agreements (including a restated employment agreement) in such form as Executive may deem reasonably satisfactory to (1) evidence the assumption by the proposed transferee or assignee of the obligations of the Company; and (2) to ensure that the Executive continues to receive such rights, benefits and protections (both legal and economic) as were contemplated by the Executive when entering into this Agreement; and (C) Notwithstanding clause (A) above to the contrary: (1) ---------- any assumption by a successor or assign under clause (A) above shall in no way ---------- release the Company from any of its obligations or liabilities while a party to this Agreement; and (2) and any merger, consolidation, reorganization, sale or conveyance under clause (A) above shall not be deemed to abrogate the rights of ---------- the Executive elsewhere contained in this Agreement, including without limitation those resulting from a Change In Control. Any purported assignment or transfer in violation of the terms of this subsection shall be null and void ab initio and of no force and ---------- effect, and shall vest no rights or interests in the purported assignee or transferee.

Assignment and Delegation Successors and Assigns. (iA) Prohibition Against Assignment or Delegation. Except as -------------------------------------------- specifically provided in this Agreement, neither party may sell, license, transfer or assign (whether direct or indirect, merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests or delegate such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary or any Affiliate, without the prior written consent of the other party, which consent may be withheld in such other party's sole discretion, provided, however: (A1) Subject subject to clauses prior compliance with subsection (B3) and subsection (C4) below, an assigning party may assign all of the Company rights and interests and delegate all of the duties and obligations of the assigning party under this Agreement in connection with a transaction whose principal purpose is to change the State in which the assigning party is incorporated, or to form a holding company, or to effect a similar reorganization as to form of entity without change of beneficial ownership, including through: (1) a merger or consolidation or stock exchange or divisive reorganization (i.e., spin-off, split-off or split-up) or other reorganization with respect to the assigning party and/or its stockholders; or (2) the sale, transfer, exchange or other disposition by the assigning party of its assets in a single or series of related transactions, so long as such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (2) subject to subsection (3) and subsection (4) below, an assigning party may, ----------- --- with the prior written consent of the Executiveconsenting party, which consent the Executive shall not unreasonably withholdconsenting party may withhold in its sole and absolute discretion, assign all of the rights and interests and delegate all of the duties and obligations of the Company assigning party under this Agreement to any other Person person in connection with the transfer or sale of the entire business of the Company assigning party (including its Subsidiaries and its interests other than with respect to a sale described in its joint venturessubsection (1) above), or the merger or consolidation of the Company assigning party with or into any other Personperson (other than with respect to a merger or consolidation described in subsection (1) above), so long as such transferee, purchaser or surviving Person person shall expressly assumes assume such obligations of the Companyassigning party; (B3) Notwithstanding clause notwithstanding anything in subsection (A1) or subsection (2) above to the contrary, no ---------- assignment or transfer under clause subsection (A1) or subsection (2) may be effectuated unless the proposed ---------- transferee or assignee first executes such agreements (including a restated employment agreement) in such form as Executive the consenting party may deem reasonably satisfactory to to: (1) evidence the assumption by the proposed transferee or assignee of the obligations of the Companyassigning party; and (2) to ensure that the Executive consenting party continues to receive such rights, benefits and protections (both legal and economic) as were contemplated by the Executive consenting party when entering into this Agreement; and (C4) Notwithstanding clause notwithstanding anything in subsection (A1) or subsection (2) above to the contrary: (1) ---------- any assumption by a successor or assign under clause subsection (A1) or subsection (2) above shall in no way ---------- release the Company assigning party from any of its obligations or liabilities while a party to under this Agreement; and (2) and any merger, consolidation, reorganization, sale or conveyance under clause subsection (A1) or subsection (2) above shall not be deemed to abrogate the rights of ---------- the Executive consenting party elsewhere contained in this Agreement, including without limitation those resulting from a Change In Control. Any purported assignment or transfer in violation of the terms of this subsection (2) shall be null and void ab initio and of no force and ---------- effect, and shall vest no rights or interests in the purported assignee or transferee. (B) Successors and Assigns

Assignment and Delegation Successors and Assigns. (i) Prohibition Against Assignment or Delegation. Except as -------------------------------------------- specifically provided in this Agreement, neither party may sell, license, transfer or assign (whether direct or indirect, merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests or delegate such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary Subsidiary or any Affiliate, without the prior written consent of the other party, which consent may be withheld in such other party's sole discretion, provided, however: (A1) Subject to clauses (B4) and (C5) below, the Company Pinnacle ----------- --- International and/ or Momentum may assign or license any or all of its rights and delegate any or all of its obligations under this Agreement to any wholly- owned Subsidiary, so long as such wholly-owned Subsidiary shall expressly assume such obligations of Momentum. (2) Subject to clauses (4) and (5) below, Pinnacle ----------- --- International may, ----------- --- with the prior written consent of the ExecutiveMomentum, which consent the Executive Momentum shall not unreasonably withhold, assign all of the rights and delegate all of the obligations of the Company Pinnacle International and its Subsidiaries under this Agreement to any other Person in connection with the transfer or sale of the entire business of the Company (including Pinnacle International and its Subsidiaries as it relates to the exploitation of petroleum and its interests in its joint ventures)natural gas deposits to any Person, or the merger or consolidation of the Company Pinnacle International with or into any other Person, so long as such transferee, purchaser or surviving Person shall expressly assumes assume such obligations of the Company;Pinnacle International and its Subsidiaries; and (B3) Subject to clauses (4) and (5) below, Momentum may, ----------- --- with the prior written consent of Pinnacle International, which consent Pinnacle International shall not unreasonably withhold, assign all of the rights and delegate all of the obligations of Momentum and its Subsidiaries under this Agreement to any other Person in connection with the transfer or sale of the entire business of Momentum and its Subsidiaries as it relates to use of the Stress Field Detector, the SFD Technology and the generation of SFD Data to any other Person, or the merger or consolidation of Momentum with or into any other Person, so long as such transferee, purchaser or surviving Person shall expressly assume such obligations of Momentum. (4) Notwithstanding clause anything in clauses (A1) through (3) ----------- --- above to the contrary, no ---------- assignment or transfer under clause any of clauses (A1) ----------- through (3) may be effectuated unless the proposed ---------- transferee or assignee first --- executes such agreements (including a restated employment agreementtechnology agreement and/or new competitive practices agreements) in such form as Executive the non-assigning or transferring parties and each of them may deem reasonably satisfactory to (1A) evidence the assumption by the proposed transferee or assignee of the obligations of the Companytransferring or assigning party; and (2B) to ensure that the Executive continues non-assigning or transferring parties and each of them continue to receive such rights, benefits and protections (both legal and economic) as were contemplated by the Executive non-assigning or transferring parties and each of them when entering into this Agreement; and. (C5) Notwithstanding clause anything in clauses (A1) through (3) ----------- --- above to the contrary: (A) any assignment, license and/or delegation under clause (1) above shall not release the assigning or licensing party from any of ---------- its obligations or liabilities under this Agreement; (B) any assumption by a successor or assign under clause clauses (A2) or (3) above shall in no way ---------- release the Company ----------- --- transferring or assigning party from any of its obligations or liabilities while a party to this Agreement; and (2C) and any merger, consolidation, reorganization, sale or conveyance under clause clauses (A2) or (3) above shall not be ----------- --- deemed to abrogate the rights of ---------- the Executive non-assigning or transferring parties and each of them elsewhere contained in this AgreementAgreement including, including without limitation limitation, those resulting from a Change In Control. Any purported assignment or transfer in violation of the terms of this subsection (e)(i) shall be null and void ab initio and of no force ----------------- and ---------- effect, and shall vest no rights or interests in the purported assignee or transferee.

Assignment and Delegation Successors and Assigns. (i) Prohibition Against Assignment or Delegation. Except as specifically -------------------------------------------- specifically provided in this Agreement, neither party may sell, license, transfer or assign (whether direct or indirect, merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests or delegate such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary or any Affiliate, without the prior written consent of the other party, which consent may be withheld in such other party's sole discretion, provided, however: (A) Subject to clauses (B) and (C) below, the Company may, with the ----------- --- with the prior written consent of the Executive, which consent the Executive shall not unreasonably withhold, assign all of the rights and delegate all of the obligations of the Company under this Agreement to any other Person in connection with the transfer or sale of the entire business of the Company (including its Subsidiaries and its interests in its joint ventures), or the merger or consolidation of the Company with or into any other Person, so long as such transferee, purchaser or surviving Person shall expressly assumes such obligations of the Company; (B) Notwithstanding clause (A) above to the contrary, no assignment ---------- assignment or transfer under clause (A) may be effectuated unless the proposed transferee ---------- transferee or assignee first executes such agreements (including a restated employment agreement) in such form as Executive may deem reasonably satisfactory to (1) evidence the assumption by the proposed transferee or assignee of the obligations of the Company; and (2) to ensure that the Executive continues to receive such rights, benefits and protections (both legal and economic) as were contemplated by the Executive when entering into this Agreement; and (C) Notwithstanding clause (A) above to the contrary: (1) any ---------- any assumption by a successor or assign under clause (A) above shall in no way ---------- release the Company from any of its obligations or liabilities while a party to this Agreement; and (2) and any merger, consolidation, reorganization, sale or conveyance under clause (A) above shall not be deemed to abrogate the rights of ---------- the Executive elsewhere contained in this Agreement, including without limitation those resulting from a Change In Control. Any purported assignment or transfer in violation of the terms of this subsection shall be null and void ab initio and of no force and ---------- effect, and shall vest no rights or interests in the purported assignee or transferee.

Assignment and Delegation Successors and Assigns. (i) Prohibition Against Assignment or Delegation. Except as -------------------------------------------- specifically provided in this Agreement, neither party may sell, license, transfer or assign (whether direct directly or indirectindirectly, or by merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests or delegate such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary or any Affiliate, without the prior written consent of the other party, which consent may be withheld in such other party's sole discretion, provided, however: (A) Subject to clauses subsections (B) and (C) below, the Company Companies may, ----------- --- with the prior written consent of the ExecutiveConsultant, which consent the Executive Consultant shall not unreasonably withhold, assign all of the rights and delegate all of the obligations of the Company Companies under this Agreement to any other Person in connection with the transfer or sale of the entire business of the Company (including its Subsidiaries and its interests in its joint venturesCompany(ies), or the merger or consolidation of the Company Companies with or into any other Person, so long as such transferee, purchaser or surviving Person shall expressly assumes such obligations of the CompanyCompanies; (B) Notwithstanding clause subsection (A) above to the contrary, no ---------- assignment or transfer under clause subsection (A) may be effectuated unless the proposed ---------- transferee or assignee first executes such agreements (including a restated employment agreement) in such form as Executive Consultant may deem reasonably satisfactory to (1) evidence the assumption by the proposed transferee or assignee of the obligations of the CompanyCompanies; and (2) to ensure that the Executive Consultant continues to receive such rights, benefits and protections (both legal and economic) as were contemplated by the Executive when entering into this Agreement; and (C) Notwithstanding clause subsection (A) above to the contrary: (1) ---------- any assumption by a successor or assign under clause subsection (A) above shall in no way ---------- release the Company Companies from any of its their obligations or liabilities while a party to this Agreement; and (2) and any merger, consolidation, reorganization, sale or conveyance under clause subsection (A) above shall not be deemed to abrogate the rights of ---------- the Executive elsewhere contained in this Agreement, including without limitation those resulting from a Change In Control. Any purported assignment or transfer in violation of the terms of this subsection 15(f) shall be null and void ab initio and of no force and ---------- effect, and shall vest no rights or interests in the purported assignee or transferee.

Assignment and Delegation Successors and Assigns. (i) Prohibition Against Assignment or Delegation. Except as -------------------------------------------- specifically provided in this Agreement, neither party may sell, license, transfer or assign (whether direct directly or indirectindirectly, or by merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests or delegate such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary or any Affiliate, without the prior written consent of the other party, which consent may be withheld in such other party's sole discretion, provided, however: (A) Subject to clauses subsections (B) and (C) below, the Company Companies may, ----------- --- with the prior written consent of the Executive, which consent the Executive shall not unreasonably withhold, assign all of the rights and delegate all of the obligations of the Company Companies under this Agreement to any other Person in connection with the transfer or sale of the entire business of the Company (including its Subsidiaries and its interests in its joint venturesCompany(ies), or the merger or consolidation of the Company Companies with or into any other Person, so long as such transferee, purchaser or surviving Person shall expressly assumes such obligations of the CompanyCompanies; (B) Notwithstanding clause subsection (A) above to the contrary, no ---------- assignment or transfer under clause subsection (A) may be effectuated unless the proposed ---------- transferee or assignee first executes such agreements (including a restated employment agreement) in such form as Executive may deem reasonably satisfactory to (1) evidence the assumption by the proposed transferee or assignee of the obligations of the CompanyCompanies; and (2) to ensure that the Executive Executivee continues to receive such rights, benefits and protections (both legal and economic) as were contemplated by the Executive when entering into this Agreement; and (C) Notwithstanding clause subsection (A) above to the contrary: (1) ---------- any assumption by a successor or assign under clause subsection (A) above shall in no way ---------- release the Company Companies from any of its their obligations or liabilities while a party to this Agreement; and (2) and any merger, consolidation, reorganization, sale or conveyance under clause subsection (A) above shall not be deemed to abrogate the rights of ---------- the Executive elsewhere contained in this Agreement, including without limitation those resulting from a Change In Control. Any purported assignment or transfer in violation of the terms of this subsection 15(f) shall be null and void ab initio and of no force and ---------- effect, and shall vest no rights or interests in the purported assignee or transferee.