Common use of Assignment; Assumption by Successor; Non-transferability of Interest Clause in Contracts

Assignment; Assumption by Successor; Non-transferability of Interest. ​ (a) The Company may assign this Agreement, without the consent of Executive, to any business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption will relieve the Company of its obligations hereunder. As used in this Agreement, the “Company” will mean the Company as herein defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. ​ (b) None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement will be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement will be void. ​ (c) Notwithstanding the foregoing Section 7.10(b), this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, the Beneficiaries or Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Beneficiaries or Executive’s devisee, legatee or other designee or, should there be no such designee, to Executive’s estate. ​

Appears in 2 contracts

Samples: Employment Agreement (Gain Therapeutics, Inc.), Employment Agreement (Gain Therapeutics, Inc.)

AutoNDA by SimpleDocs

Assignment; Assumption by Successor; Non-transferability of Interest. (a) The Company may assign this Agreement, without the consent of Executive, to any business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption will relieve the Company of its obligations hereunder. As used in this Agreement, the “Company” will mean the Company as herein defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. ​. (b) None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement will be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement will be void. ​. (c) Notwithstanding the foregoing Section 7.10(b), this Agreement and all rights of Executive hereunder shall will inure to the benefit of, and be enforceable by, the Beneficiaries or Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts under Section 6 of this Agreement would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall will be paid in accordance with the terms of this Agreement to the Beneficiaries or Executive’s devisee, legatee or other designee or, should there be no such designee, to Executive’s estate. ​.

Appears in 1 contract

Samples: Employment Agreement (Gain Therapeutics, Inc.)

Assignment; Assumption by Successor; Non-transferability of Interest. (a) The Company may assign this Agreement, without the consent of Executive, to any business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will shall require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption will shall relieve the Company of its obligations hereunder. As used in this Agreement, the “Company” will shall mean the Company as herein defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. ​. (b) None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement will shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement will shall be void. ​. (c) Notwithstanding the foregoing Section 7.10(b), this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, the Beneficiaries or Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts under Section 6 of this Agreement would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Beneficiaries or Executive’s devisee, legatee or other designee or, should there be no such designee, to Executive’s estate. ​.

Appears in 1 contract

Samples: Employment Agreement (Gain Therapeutics, Inc.)

AutoNDA by SimpleDocs

Assignment; Assumption by Successor; Non-transferability of Interest. (a) The Company may assign this Agreement, without the consent of Executive, to any business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption will relieve the Company of its obligations hereunder. As used in this Agreement, the “Company” will mean the Company as herein defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. ​. (b) None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement will be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement will be void. ​. (c) Notwithstanding the foregoing Section 7.10(b), this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, the Beneficiaries or Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts under Section 6 of this Agreement would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Beneficiaries or Executive’s devisee, legatee or other designee or, should there be no such designee, to Executive’s estate. ​.

Appears in 1 contract

Samples: Employment Agreement (Gain Therapeutics, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!