Assignment of Certain Rights. If any Buyer or Assignee requests compensation under this Article 14 or, if Seller is required to pay any Indemnified Taxes or additional amounts to any Buyer or any Assignee or any Governmental Authority for the account of any Buyer or Assignee pursuant to Article 14(d), or if any Buyer or Assignee defaults in its obligations under this Agreement, then Seller may, at its sole expense and effort, upon notice to such Buyer or Assignee, require such Buyer or Assignee to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Article 18), all its interests, rights (other than its existing rights to payments pursuant to Article 3(g) or Article 14(c)) and obligations under this Agreement and the related Transaction Documents to an assignee that shall assume such obligations (which assignee may be another Buyer, if a Buyer accepts such assignment); provided that (i) such Buyer or Assignee shall have received payment of an amount equal to the Repurchase Price for all Transactions, Price Differential accreted with respect thereto, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding Repurchase Price principal and accreted Price Differential and fees) or Seller (in the case of all other amounts) and (ii) in the case of any such assignment resulting from a claim for compensation under Article 14(c) or payments required to be made pursuant to Article 3(g), such assignment will result in a reduction in such compensation or payments. A Buyer or Assignee shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Buyer or Assignee or otherwise, the circumstances entitling Seller to require such assignment and delegation cease to apply.
Assignment of Certain Rights. (a) The rights granted to the Preferred Holders under Sections 7 and 8 of this Agreement may be transferred or assigned to (i) any other Preferred Investor or any current or former general or limited partner, retired partner, member, shareholder, parent, child, spouse, trust or other affiliate of any Preferred Investor, (ii) any Permitted Transferees or (iii) any other person or entity that acquires at least 25% of the transferor’s Registrable Securities.
(b) Notwithstanding anything to the contrary in clause 9(a) above, (i) no such transfer or assignment may be made to a party that is reasonably deemed a competitor of the Company by the Board, (ii) the Company must be, within a reasonable time after such transfer or assignment, furnished with written notice of the transfer or assignment, including the name and address of such transferee or assignee; and (iii) no such transfer or assignment may be made unless such transferee or assignee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Section 8.12.
Assignment of Certain Rights. LIH II hereby assigns to Harvest Partners III, L.P., a Delaware limited partnership ("HP III"), all of its rights under this Agreement relative to (i) LIH II's designation of an LIH II representative on the Board of Directors, and (ii) any management rights to which it may be entitled pursuant to Section 2.05 below. The Company hereby expressly consents to such assignment and agrees that all of its obligations with respect to such designation and management rights shall be enforceable against the Company by HP III. HP III hereby expressly agrees to be bound by the provisions of this Agreement and that this Agreement is enforceable against it.
Assignment of Certain Rights. In consideration of employment and other benefits of value, Executive, on Executive’s behalf and on behalf of Executive’s heirs and representatives, agrees to assign and transfer and hereby assigns and transfers to Company, its affiliates, successors and assigns, as applicable, all of Executive’s right, title and interest in and to any and all inventions, discoveries, developments, improvements, techniques, designs, data, processes, procedures, systems and all other work products, whether tangible or intangible, that Executive, either solely or jointly with others, has conceived, made, acquired, suggested, reduced to practice, or otherwise created during employment with Company, and which relate in any manner to any of the business, services or products, techniques, processes or procedures, products, designs, data or systems of Company and/or any of its affiliates. Executive further agrees that, upon the termination of the employment of Executive for any reason, to immediately return any of the foregoing and any information or copies of information relating to any of the foregoing to Company. Executive acknowledges that this Agreement does not require Executive to assign or offer to assign to Company any invention that Executive developed entirely on Executive’s own time without using Company’s equipment, supplies, facilities or trade secret information except for those inventions that: (i) relate directly to the business of Company; (ii) relate to Company’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive for Company.
Assignment of Certain Rights. (a) The rights granted to a Purchaser pursuant to Section 1.2(b) of this Agreement may be transferred or assigned by such Purchaser to (i) any person or entity to which Shares are transferred by such Purchaser or (ii) any person or entity who, directly or indirectly, controls, is controlled by or is under common control with such Purchaser, and, in each case, such transferee shall be deemed a Purchaser for purposes of this Agreement.
(b) The rights granted to the Preferred Holders under Sections 7 and 8 of this Agreement may be transferred or assigned to (i) any other Preferred Investor or any current or former general or limited partner, retired partner, member, shareholder, parent, child, spouse, trust or other affiliate of any Preferred Investor, (ii) any Permitted Transferees or (iii) any other person or entity that acquires at least 25% of the transferor’s Registrable Securities.
(c) Notwithstanding anything to the contrary in clauses (a) and (b), (i) no such transfer or assignment may be made to a party that is reasonably deemed a competitor of the Company by the Board, (ii) the Company must be, within a reasonable time after such transfer or assignment, furnished with written notice of the transfer or assignment, including the name and address of such transferee or assignee; and (iii) no such transfer or assignment may be made unless such transferee or assignee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Section 8.12.
Assignment of Certain Rights. In consideration of employment and other benefits of value, the employee, on the Employee's behalf and on behalf of the Employee's heirs and representatives, agree to assign and transfer and hereby assigns and transfers to the Company, its successors and assigns, as applicable, all of the Employee's right, title and interest in and to any inventions, discoveries, developments, improvements, techniques, designs, data, processes, procedures, systems and all other work products, whether tangible or intangible, that the Employee, either solely or jointly with others, has conceived, created during employment with the Company, and which relate in any manner to any of the business, services or products, techniques, processes or procedures, products, designs, data or systems of the Company and/or any of its Affiliates. The Employee further agrees that, upon the termination of the employment of the Employee for any reason, to immediately return any of the foregoing and any information or copies of information to any of the foregoing to the Company.
Assignment of Certain Rights. Each of the Shareholders (other than Vinyl) and H.I.G. Cayman hereby transfers, conveys and assigns to Buyer and the Company all of its rights to receive any endorsements necessary in order for such Shareholder to become a bona fide purchaser with respect to capital stock of Vinyl or the Company purchased by such Shareholder (other than Vinyl) or H.I.G. Cayman prior to the date of this Agreement, which rights shall be specifically enforceable by Buyer, Vinyl and/or the Company.
Assignment of Certain Rights. In consideration of employment and other benefits of value, you, on your behalf and on behalf of your heirs and representatives, agree to assign and transfer and hereby assign and transfer to Company, its Affiliates, successors and assigns, as applicable, all of your rights, titles and interests in and to any and all inventions, discoveries, developments, improvements, techniques, designs, data, processes, procedures, systems and all other work products, whether tangible or intangible, that you , either solely or jointly with others, have conceived, made, acquired, suggested, reduced to practice, or otherwise created during employment with Company, and which relate in any manner to any of the business, services or products, techniques, processes or procedures, products, designs, data or systems of Company and/or any of its Affiliates. You further agree that, upon the termination of your employment for any reason, to immediately return any of the foregoing and any information or copies of information relating to any of the foregoing to Company. You acknowledge that this Agreement does not require you to assign or offer to assign to Company any invention that you developed entirely on your own time without using Company’s equipment, supplies, facilities or trade secret information except for those inventions that: (i) relate directly to the business of Company; (ii) relate to Company’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by you for Company.
Assignment of Certain Rights. (a) Subject to Section 8.14, the rights granted to the Preferred Investors under Sections 6, 7 and 8 of this Agreement may be transferred or assigned (subject to the terms of this Agreement and with all related obligations) in connection with a transfer or assignment of Preferred Stock or Registrable Securities to (i) any other Preferred Investor or any current or former general or limited partner, retired partner, member, shareholder, parent, child, spouse, trust or other Affiliate (as defined in the Act) of any Preferred Investor or (ii) any other person or entity that acquires at least twenty five percent (25%) of the transferor’s Registrable Securities; provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Preferred Stock or Registrable Securities with respect to which such rights are being transferred, and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 8.13 and 8.14.
(b) Subject to Section 8.14, the rights granted to the Founder Holders under Section 8 of this Agreement may be transferred or assigned to Permitted Transferees in accordance with Section 8.1(g) above.
Assignment of Certain Rights. Effective upon, and only in the event of the Closing, Seller assigns and transfers to Fidelity all of its right, title and interest in and to that certain (i) Registration Rights Agreement dated as of July 28, 1999, by and between Seller and the Company (the "Registration Rights Agreement"), (ii) Security Agreement, dated as of December 17, 1999, by and between the Company and certain of its subsidiaries in favor of Seller and its parent Xxxxx Corporation Limited ("MCL") (the "Security Agreement"), and (iii) Pledge Agreement, dated as of December 17, 1999, by and between the Company and certain of its subsidiaries in favor of Seller and MCL (collectively, the "Related Agreements"). Effective upon such assignment, Fidelity assumes all obligations arising under the Related Agreements.
