Assignment by Parent. To the extent necessary, Parent shall assign, or cause an applicable member of the Parent Group to assign, to SpinCo or another member of the SpinCo Group, as designated by SpinCo, all Individual Agreements, with such assignment to be effective as of no later than the Effective Time; provided, however, that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Effective Time, each member of the SpinCo Group shall be considered to be a successor to each member of the Parent Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the SpinCo Group shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary), with respect to the business operations of the SpinCo Group; provided, further, that in no event shall Parent be permitted to enforce any Individual Agreement (including any agreement containing noncompetition or nonsolicitation covenants) against a SpinCo Group Employee or Former SpinCo Group Employee for action taken in such individual’s capacity as a SpinCo Group Employee or Former SpinCo Group Employee other than on behalf of SpinCo Group as requested by SpinCo Group in its capacity as a third-party beneficiary.
Assignment by Parent. To the extent necessary, Parent shall assign, or cause an applicable member of the Parent Group to assign, to Varex or another member of the Varex Group, as designated by Varex, all Individual Agreements, with such assignment to be effective as of no later than the Effective Time; provided, however, that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Effective Time, each member of the Varex Group shall be considered to be a successor to each member of the Parent Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the Varex Group shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary), with respect to the business operations of the Varex Group; provided, further, that in no event shall Parent be permitted to enforce any Individual Agreement (including any agreement containing non-competition or non-solicitation covenants) against a Varex Employee for action taken in such individual’s capacity as a Varex Employee other than on behalf of Varex Group as requested by Varex Group in its capacity as a third-party beneficiary.
Assignment by Parent. To the extent necessary, Parent shall assign, or cause an applicable member of the Parent Group to assign, to UpstreamCo or another member of the UpstreamCo Group, as designated by UpstreamCo, all Individual Agreements, with such assignment to be effective as of the Operational Separation Date; provided, however, that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Operational Separation Date, each member of the UpstreamCo Group shall be considered to be a successor to each member of the Parent Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the UpstreamCo Group shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary), with respect to the business operations of the UpstreamCo Group; provided, further, that in no event shall Parent be permitted to enforce any Individual Agreement (including any agreement containing noncompetition or nonsolicitation covenants) against an UpstreamCo Group Employee or a Former UpstreamCo Group Employee for action taken in such individual’s capacity as an UpstreamCo Group Employee or a Former UpstreamCo Group Employee.
Assignment by Parent. SpinCo as Successor. Parent shall assign, or cause an applicable member of the Parent Group to assign, to SpinCo or another member of the SpinCo Group, as designated by SpinCo, all Individual Agreements with a SpinCo Employee or Former SpinCo Employee that Parent determines reasonably appropriate to be assigned to a member of the SpinCo Group (a non-exclusive list of such Individual Agreements is set forth on Schedule 2.04(a)), with such assignment to be effective as of no later than the Effective Time; provided, however, that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Effective Time, each member of the SpinCo Group shall be considered to be a successor to each member of the Parent Group for purposes of, and a third-party beneficiary with respect to, each such Individual Agreement, along with any other Individual Agreement that Parent determines reasonable and appropriate for any member of the SpinCo Group to be considered to be a successor in interests to Parent, such that each member of the SpinCo Group shall enjoy all of the rights and benefits under any of the foregoing Individual Agreements (including rights and benefits as a third-party beneficiary) with respect to the business operations of the SpinCo Group as succeeding as the business operations of Parent to the extent applicable; provided, further, that in no event shall Parent be permitted to enforce any non-competition covenant contained in any Individual Agreement against a SpinCo Employee or Former SpinCo Employee for action taken in such individual’s capacity as a SpinCo Employee or Former SpinCo Employee, other than on behalf of SpinCo Group as requested by SpinCo Group in its capacity as a third-party beneficiary. Without limiting the generality of the foregoing and for the avoidance of doubt, in no event shall SpinCo be permitted to enforce any non-competition covenant contained in any Individual Agreement against a Parent Employee or Former Parent Employee for any action taken in such individual's capacity as a Parent Employee or Former Parent Employee, other than on behalf of the Parent Group in its capacity as a third-party beneficiary. Without limiting the generality of the foregoing, the assignment contemplated by this Section 2.04(a) shall be self-effectuating with respect to the Individual Agreements set forth on Schedule 2.04(a), provided that Parent and SpinCo may enter i...
Assignment by Parent. To the extent necessary, Parent shall assign, or cause an applicable member of the Parent Group to assign, to CoalCo or another member of the CoalCo Group, as designated by CoalCo, all Individual Agreements pertaining to CoalCo Group Employees in effect immediately prior to the Effective Date, with such assignment to be effective as of the Distribution Date; provided, however, that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Distribution Date, each member of the CoalCo Group shall be considered to be a successor to each member of the Parent Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the CoalCo Group shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary), with respect to the business operations of the CoalCo Group; provided, further, that in no event shall (i) GasCo be permitted to enforce any Individual Agreement after the Distribution Date (including any agreement containing noncompetition or nonsolicitation covenants) against a CoalCo Group Employee or a Former CoalCo Group Employee for action taken after the Distribution Date in such individual’s capacity as a CoalCo Group Employee or a Former CoalCo Group Employee and (ii) CoalCo be permitted to enforce any Individual Agreement after the Distribution Date (including any agreement containing noncompetition or nonsolicitation covenants) against a GasCo Group Employee or a Former Parent Group Employee for action taken after the Distribution Date in such individual’s capacity as a GasCo Group Employee or a Former Parent Group Employee.
Assignment by Parent. The Parent may assign its rights under this -------------------- Agreement to an affiliate, and an affiliate may assign its rights under this Agreement to another affiliate of the Parent or to the Parent; provided, -------- however, that no assignment shall be made if the net worth of the assignee is ------- less than the net worth of the Parent at the time of assignment. In the case of any such assignment, the term "Parent" when used in a section of this Agreement shall mean the corporation that actually employs the Employee.
Assignment by Parent. Within ten (10) business days of the consummation of the Heftel Acquisition, Parent shall submit this Agreement to Heftel and Heftel Sub for approval and execution of an agreement in the form attached hereto as EXHIBIT 8.9 (the "ASSIGNMENT AGREEMENT") pursuant to which Heftel and Heftel Sub will agree that the terms and provisions of this Agreement relating to them shall be binding upon them as if Heftel and Heftel Sub were original parties to this Agreement. Promptly after such submission, the board of directors of each of Heftel and Heftel Sub shall, in their own independent exercise of their respective fiduciary obligations, either approve the Merger and submit the Heftel Proposal to the stockholders of Heftel for approval and the Merger and this Agreement to the shareholders of Heftel Sub for their approval, or reject the Merger, in which case this Agreement shall terminate without liability to any party hereto except to the extent expressly otherwise provided herein. 57 Subject to the boards of directors of Heftel and Heftel Sub exercising their respective fiduciary obligations with respect to their approval or rejection of the Merger, the exercise of which shall be made solely by such boards of directors, Parent shall use its reasonable efforts to cause Heftel and Heftel Sub to consummate the Merger. Upon execution of the Assignment Agreement by Heftel and Heftel Sub, all parties hereto shall be deemed to have accepted the assumption of obligations and rights by Heftel and Heftel Sub and no other action on the part of any such party is intended to be required; provided that all parties hereto shall execute such instruments and otherwise provide such cooperation as shall reasonably be requested by Parent to implement such assignment. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.
Assignment by Parent. No consent by any party hereto shall be required for any assignment or reassignment of the rights of Parent or Merger Sub under this Article X.
Assignment by Parent. Parent shall have the right to pledge, grant a security interest in or assign to one or more (a) of its Affiliates or (b) secured parties (or any agent, trustee or other representative on behalf thereof) to secure its obligations under any financing agreements to which it is a party, all or any of its rights and/or obligations to acquire shares of Class B Common Stock pursuant to Section 2.1.
